Avai Bio, Inc 10-Q for FY2026 Q3
Avai Bio, Inc. (AVAI)
About this 10-Q
Avai Bio, Inc filed this 10-Q on February 12, 2026, covering the quarter ended December 31, 2025 (FY2026 Q3).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $553.73K
- compared with a net loss of $452.3K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from __________ to __________
Commission File Number:
|
(Exact name of registrant as specified in its charter)
AVANT TECHNOLOGIES INC. | |
| (Former name or former address, if changed since last report) | |
|
| |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Sv. Stepono g. 27D-2, LT-01315 Vilnius, Lithuania
(USA Address:
(Address of principal executive offices and Zip Code)
(Registrant’s telephone number, including area code)
info@avanttechnologies.com
(Registrant’s email)
| Securities registered under Section 12(b) of the Exchange Act: | ||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | AVAI | OTC Markets | ||
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| [X] | Smaller reporting company | ||
| (Do not check if a smaller reporting company) | Emerging growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of February 12, 2026.
TABLE OF CONTENTS
| Page | ||
| PART I—FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements. | 3 |
| Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and March 31, 2025 | 4 | |
| Consolidated Statements of Operations for the three and nine months ended December 31, 2025 and 2024 (Unaudited) | 5 | |
| Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended December 31, 2025 and 2024 (Unaudited) | 6 | |
| Consolidated Statements of Cash Flows for the nine months ended December 31, 2025 and 2024 (Unaudited) | 7 | |
| Notes to the Interim Consolidated Financial Statements (Unaudited) | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 27 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 32 |
| Item 4. | Controls and Procedures. | 32 |
| PART II—OTHER INFORMATION | ||
| Item 1. | Legal Proceedings. | 32 |
| Item 1A. | Risk Factors. | 32 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 37 |
| Item 3. | Defaults Upon Senior Securities. | 37 |
| Item 4. | Mine Safety Disclosures. | 37 |
| Item 5. | Other Information. | 37 |
| Item 6. | Exhibits. | 37 |
| SIGNATURES | 38 | |
2
| PART I—FINANCIAL INFORMATION |
| ITEM 1. | FINANCIAL STATEMENTS. |
The accompanying interim financial statements of Avaí Bio, Inc. (formerly Avant Technologies Inc., and previously known as Trend Innovations Holding Inc) (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
3
AVAÍ BIO, INC.
(formerly Avant Technologies Inc.)
Consolidated Balance Sheets
|
December 31, 2025 (Unaudited) |
March 31, 2025 | ||||
| ASSETS |
| ||||
| Current Assets | |||||
| Cash and Cash Equivalents | $ | $ | |||
| Prepaid Expenses | |||||
| Total Current Assets | |||||
| Intangible Assets, Net (Note 6) | |||||
|
TOTAL ASSETS |
$ | $ | |||
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|||||
| Liabilities | |||||
| Current Liabilities | |||||
| Accounts Payable | $ | $ | |||
| Loan from Related Parties (Note 7) | |||||
| Convertible Notes Payable (Note 8) | |||||
| Loan Payable (Note 8) | |||||
| Total Current Liabilities | |||||
| Total Liabilities | |||||
| Stockholders’ Deficit | |||||
|
Preferred stock, $ par value, shares authorized; and common shares issued and outstanding respectively (Note 9) |
|||||
|
Preferred stock Series A, $0.001 par value, 5,000 shares authorized; 3,050 and 3,050 shares issued and outstanding, respectively (Note 9) |
|||||
|
Common stock, $ par value, shares authorized; and common shares issued and outstanding respectively (Note 9) |
|
||||
| Additional Paid in Capital | |||||
| Accumulated Deficit | ( |
( | |||
| Total Stockholders’ Deficit | ( |
( | |||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | |||
The accompanying notes are an integral part of these unaudited financial statements.
4
AVAÍ BIO, INC.
(formerly Avant Technologies Inc.)
Consolidated Statements of Operations
Three and Nine months ended December 31, 2025 and 2024
(Unaudited)
|
Three months ended December 31, 2025 |
Three months ended December 31, 2024 |
Nine months ended December 31, 2025 |
Nine months ended December 31, 2024 | |||||||||
| REVENUE | $ | $ | $ | $ | ||||||||
| OPERATING EXPENSES | ||||||||||||
| Amortization Expense | ||||||||||||
| Consulting Services | ||||||||||||
| General and Administrative Expenses | ||||||||||||
| Laboratory Services | ||||||||||||
| Marketing Expenses | ||||||||||||
| Professional Fees | ||||||||||||
| Rent Expenses | ||||||||||||
| Research and Development expenses | ||||||||||||
| Website Expenses | ||||||||||||
| TOTAL OPERATING EXPENSES | ||||||||||||
| OTHER INCOME (EXPENSES) | ( |
( |
( |
( | ||||||||
| NET LOSS FROM OPERATIONS | $ | ( |
$ | ( |
$ | ( |
$ | ( | ||||
| PROVISION FOR INCOME TAXES | ||||||||||||
| NET LOSS | $ | ( |
$ | ( |
$ | ( |
$ | ( | ||||
| COMPREHENSIVE LOSS | $ | ( |
$ | ( |
$ | ( |
$ | ( | ||||
| NET LOSS PER SHARE: BASIC AND DILUTED | $ | ( |
$ | ( |
$ | ( |
$ | ( | ||||
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
The accompanying notes are an integral part of these unaudited financial statements.
5
AVAÍ BIO, INC.
(formerly Avant Technologies Inc.)
Consolidated Statements of Changes in Stockholders’ Deficit
Three and Nine months ended December 31, 2025 and 2024
(Unaudited)
| Common Stock | Preferred Stock |
Preferred Stock Series A |
Additional Paid in | Accumulated | Total Stockholders’ | ||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | |||||
| Balance, March 31, 2024 | $ |
$ |
3,050 | $ | 15,250 | $ | $ | ( |
$ | ( | |||
| Cancellation of Common Shares | (150,000) | ( |
- | - | - | ( |
( | ||||||
| Net Loss for the Three Months | - | - | - | - | ( |
( | |||||||
| Balance, June 30, 2024 | $ |
$ |
3,050 | $ | 15,250 | $ | $ | ( |
$ | ( | |||
| Conversion of Accounts Payable into Common Shares | 16,154,536 | - | - | - | |||||||||
| Conversion of Common Shares into Preferred Shares | (1,300,000) | ( |
1,300,000 | - | - | ||||||||
| Net Loss for the Three Months | - | - | - | - | ( |
( | |||||||
| Balance, September 30, 2024 | $ |
$ |
3,050 | $ | 15,250 | $ | $ | ( |
$ | ( | |||
| Conversion of Accounts Payable into Common Shares | 5,259,138 | - | - | - | |||||||||
| Net Loss for the Three Months | - | - | - | - | ( |
( | |||||||
| Balance, December 31, 2024 | $ |
$ |
3,050 | $ | 15,250 | $ | $ | ( |
$ | ( | |||
| Balance, March 31, 2025 | $ |
$ |
3,050 | $ | 15,250 | $ | $ | ( |
$ | ( | |||
| Conversion of Accounts Payable into Common Shares | 147,720 | - | - | - | |||||||||
| Net Loss for the Three Months | - | - | - | - | ( |
( | |||||||
| Balance, June 30, 2025 | $ |
$ |
3,050 | $ | 15,250 | $ | $ | ( |
$ | ( | |||
| Conversion of Accounts Payable into Common Shares | 318,232 | - | - | - | |||||||||
| Net Loss for the Three Months | - | - | - | - | ( |
( | |||||||
| Balance, September 30, 2025 | $ |
$ |
3,050 | $ | 15,250 | $ | $ | ( |
$ | ( | |||
| Conversion of Accounts Payable into Common Shares | 202,068 | - | - | - | |||||||||
| Net Loss for the Three Months | - | - | - | - | ( |
( | |||||||
| Balance, December 31, 2025 | $ |
$ |
3,050 | $ | 15,250 | $ | $ | ( |
$ | ( | |||
The accompanying notes are an integral part of these unaudited financial statements.
6
AVAÍ BIO, INC.
(formerly Avant Technologies Inc.)
Consolidated Statements of Cash Flows
Nine months ended December 31, 2025 and 2024
(Unaudited)
|
Nine months ended December 31, 2025 |
Nine months ended December 31, 2024 | ||||
| OPERATING ACTIVITIES | |||||
| Net Loss | $ | ( |
$ | ( | |
| Adjustments to reconcile Net Loss | |||||
| to net cash used in operations: | |||||
| Amortization | |||||
| Accounts Payable | |||||
| Prepaid Expenses | |||||
| Net cash used in Operating Activities | ( |
( | |||
| FINANCING ACTIVITIES | |||||
| Additional Paid in Capital | $ | $ | |||
| Capital Stock | |||||
| Preferred Stock | |||||
| Convertible Notes Payable | ( |
||||
| Loan from Related Parties | |||||
| Loan Payable | ( | ||||
| Net cash provided by Financing Activities | |||||
| Net cash increase (decrease) for period | $ | ( |
$ | ||
| Cash at beginning of period | $ | $ | |||
| Cash at end of period | $ | $ | |||
The accompanying notes are an integral part of these unaudited financial statements.
7
AVAÍ BIO, INC.
(formerly Avant Technologies Inc.)
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2025
(Unaudited)
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
Avaí Bio, Inc. (formerly Avant Technologies Inc. and previously known as Trend Innovations Holding Inc.) (“AVAI” or the “Company”) is a technology company specializing in acquiring, creating, and developing innovative and advanced technologies utilizing artificial intelligence (AI) as well as providing a host of information technology consulting services. The Company considers itself a native expert in the field of information technology based on artificial intelligence. The Company’s key acquisitions include Avant! AI, InstantFAME, and a Joint Venture and License Agreement (the “License Agreement”) with Ainnova Tech Inc. (“AINN”). These acquisitions provide the Company with resources in full-stack software development, database management, data integration, project management, and cloud services. Avant’s mission is to provide innovative and effective AI solutions that transform businesses and positively impact society. Avant strives to push the boundaries of AI technology and empower organizations to achieve their full potential. We believe that our technology can provide a self-sustained system that prepares its data from unlabeled information (Unsupervised Clustering), and then analyzes it using various, proprietary, supervised learning techniques, thereby improving data efficiency. Unsupervised learning pre-processes and extracts meaningful features from raw or unlabeled data, preparing them as inputs for the supervised learning model. This process also facilitates True Learning from Experience. Unsupervised learning is utilized to learn relevant information from many source domains. This knowledge is then evaluated and applied to a related or different domain(s), where information might be in short supply. This represents a true learning capability. Avant can leverage the knowledge learned from the source domain to improve performance in the other domains, as well as Factual discovery/conclusion by learning data. Avant’s Unsupervised learning techniques, like clustering, help identify groups or patterns in the data, reaching conclusions. Then its supervised learning mechanism can create new datasets (information), which are used for further domains, improving classification and regression tasks. This feature is a true reasoning mechanism.
On May 23, 2023, the Company filed an application with the Financial Industry Regulation Authority (“FINRA”) in order to change the name and trading symbol of the Company. On July 18, 2023, FINRA announced the Company’s Name Change and Symbol Change, which became effective on July 19, 2023 on the OTC Markets. The Name Change and Symbol Change do not affect the rights of the Company’s security holders. The Company’s securities will continue to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.
The company’s registered office is located at Sv. Stepono g. 27D-2, LT-01315 Vilnius, Lithuania, and its virtual US office is located at c/o Eastbiz.com, Inc 5348 Vegas Drive, Las Vegas, NV 89108.
Acquiring Avant! AI Assets
On April 3, 2023, the Company, entered into an Asset Purchase Agreement (“APA”) along with GBT Tokenize Corp. (“Seller”), which Seller developed and owns a proprietary system and method named Avant-Ai, which is a text-generation, deep learning self-training model that is working based on an innovative, unique concept which learns on its own and constantly enhances its information database with the advantage of unsupervised learning capabilities (the “System”). At closing, in consideration of acquiring the System, the Company shall issue to the Seller 26,000,000 common shares of the Company (the “Shares”).
Acquiring Instant Fame Assets
On April 3, 2023, the Company, entered into an Asset Purchase Agreement (“Treasure APA”) with Treasure Drive Ltd. (“TD”) pursuant to which the Company agreed to acquire a technology portfolio including certain source codes and pending patent applications which have applications in a variety of areas including creating systems and methods of facilitating digital rating and secured sales of digital works as well as core virtual reality platforms known as digital auction systems, rating and secure sales via open bid auctions (“Instant Fame Assets”). At closing, in consideration of the Instant Fame Assets, the Company shall issue to TD 5,000 convertible preferred shares of the Company with a stated valued at $5,000 per share each (the “Preferred Shares Series A”). The Preferred Shares Series A may be converted at the option of TD into the Company shares of common stock at a conversion price equal to a 5% discount to the weighted average closing price during the five (5) days prior of such conversion, and will include a 4.99% beneficial ownership limitation. The Preferred Shares Series A will have voting rights on an as converted and will be entitled to a payment equal to the stated value of the Preferred Shares Series A in the event of the Company liquidation only.
8
In addition, the Company and Elentina Group, LLC (“Elentina”) entered into a Service Agreements in which Elentina, was engaged to provide certain capital markets services for a flat quarterly fee of $75,000 paid in shares of common stock (the “Elentina Common Stock”).
The Elentina Common Stock to be issued within five days of the first day of quarter during the term (i.e., January 1, April 1, July 1 and October 1). The Elentina Common Stock shall be fully earned upon issuance. The number of shares of Elentina Common Stock to be issued will be determined by dividing the quarterly fee of $75,000 by the Company’s ten (10) day VWAP, which shall at no point be less than $0.10 per share.
In connection with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 5,000 shares of its Preferred Stock of Series A.
Ainnova Tech Inc.
On November 8, 2024, the Company entered into a Joint Venture and License Agreement (the “License Agreement”) with Ainnova Tech Inc., which became effective as of November 11, 2024 (the “Effective Date”). Under the License Agreement, Avant and AINN formed a new Nevada limited liability company called “Ai-nova Acquistion Corp LLC” (“AAC”) on December 6, 2024, with its registered address at 701 S. Carson St. Suite 200, Carson City, NV 89701, USA, and contributed the proprietary rights to both North America (The United States and Canada) and Europe.
Ainnova Tech is an Artificial Intelligence company focused on healthcare that has developed software for early detection of diseases through retinal scans and an innovative device for automatic retinal imaging in an accessible way. Currently detecting Diabetic Retinopathy and other retinal diseases; where it maintains and supports the source codes of its proprietary technologies, including Vision AI (“Technology Portfolio”). AINN has developed a Health tech solution based on the Artificial Intelligence that is ready for commercialization, as well as certain derivative technologies, which will position AAC to further develop or license certain code sources in the United States, Canada and Europe. In addition to the Technology Portfolio, AINN will contribute the Vision AI technology, as well as all of the associated technology associated to Retina scanning, services and resources for the development of the Technology Portfolio, including licensing agreements to AAC.
AVAI will contribute all of the capital required by AAC`s formation and operation for the next twelve (12) months, not to exceed $20,000,000 USD in capital and its resources in exchange for the of common stock of AAC (“AAC Shares”). Avant will use its best efforts and also assist in arranging additional funding, as needed, at no cost to AINN. The ownership of AAC shall be 50% Avant and 50% AINN (each a “Member” and together, the “Members”).
The Distributions of profits from AAC will be made to the Members as follows: first, AINN to receive the balance sheet value of its business contributed to AAC; second, Avant to receive the capital it contributed to AAC; third, to AINN and Avant in accordance with their respective percentage ownership interests. AAC will be governed and operated pursuant to the terms of a limited liability company agreement. The parties agreed to expand the territories granted for the Technology Portfolio under the license to AAC to include the entire continental United States, Canada and Europe. AAC will issue 2,000,000 shares of common stock of AAC. AAC is strategically positioning its business and is seeking third parties to license, acquire, joint venture or enter such other strategic transaction with respect to the Technology Portfolio.
KLOTHONOVA LLC
On September 15, 2025, the Company entered into a Joint Venture and License Agreement with SGAustria Pte. Ltd., a Singaporean company with registered number UEN 200901830C (the “Austrianova”), collectively referred to as the “Counterparties”, setting forth the principal terms of a Joint Venture and License Agreement (the “Agreement”). The Agreement sets forth the understanding of the Counterparties with respect to the formation of a new company, Klothonova Inc. (the “Klothonova”), and contribute the proprietary rights, know-how, resources and funding as described in the License Agreement.
Austrianova is a cutting-edge Biotech company based in Singapore embracing leading world quality standards to produce cell-based products. Austrianova’s expertise and technologies are backed up by more than 50 international peer reviewed publications, as well as by contracts from leading pharmaceutical and biotech companies. Austrianova’s scientists are experts in cell biology, GMP-grade cell products and encapsulation of living cells. Austrianova has developed a proprietary cell encapsulation technology to protect, isolate, store, and transport living cells, as well as oXering cell line development and GMP Manufacturing capabilities and expertise and it intends to contribute its intellectual property, know- how, and resources to Klothonova to achieve the purposes of the Agreement.
AVAI will contribute all of the resources and capital required by Klothonova, Inc’s formation and operation for the next eighteen (18) months, not to exceed $1.5 million USD in capital and its resources in exchange for the common stock of Klothonova. AVAI will use its best efforts to assist in arranging additional funding as needed, as described in the Agreement, at no cost to Austrianova.
The ownership of Klothonova shall be 50% AVAI and 50% Austrianova. The Klothonova will be governed and operated pursuant to the terms of a limited liability company agreement.
9
INSULINOVA LLC
On November 1, 2025, the Company entered into a Joint Venture and License Agreement with SGAustria Pte. Ltd., a Singaporean company with registered number UEN 200901830C (the “Austrianova”), collectively referred to as the “Parties”, setting forth the principal terms of a Joint Venture and License Agreement (the “Agreement”). The Agreement sets forth the understanding of the Parties with respect to the formation of a new Joint Venture called Insulinova, Inc. (the “Insulinova”), and contribute the proprietary rights, know-how, resources and funding as described in the License Agreement.
Austrianova is a cutting-edge Biotech company based in Singapore embracing leading world quality standards to produce cell-based products. Austrianova’s expertise and technologies are backed up by more than 50 international peer reviewed publications, as well as by contracts from leading pharmaceutical and biotech companies. Austrianova’s scientists are experts in cell biology, GMP-grade cell products and encapsulation of living cells. Austrianova has developed a proprietary cell encapsulation technology to protect, isolate, store, and transport living cells, as well as offering cell line development and GMP Manufacturing capabilities and expertise and it intends to contribute its intellectual property, know- how, and resources to Insulinova to achieve the purposes of the Agreement.
AVAI will contribute all of the resources and capital required by Insulinova, Inc’s formation and operation for the next eighteen (18) months, not to exceed $1.5 million USD in capital and its resources in exchange for the common stock of Insulinova. AVAI will use its best efforts to assist in arranging additional funding as needed, as described in the Agreement, at no cost to Austrianova.
The ownership of Insulinova shall be 50% AVAI and 50% Austrianova. The Insulinova will be governed and operated pursuant to the terms of a limited liability company agreement.
Note 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. The Company had recurring losses as of December 31, 2025, and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying condensed financial statements have been prepared by the Company in accordance with GAAP without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows as of December 31, 2025, and for the related periods presented. The results for the nine months ended December 31, 2025, are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, filed with the Securities and Exchange Commission.
The Company’s year-end is March 31.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
10
Cash and Cash Equivalents
The
Company considers
all highly liquid
investments
with original
maturities of
three months
or less to be cash
equivalents.
The Company had $
Prepaid Expenses
Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense. Prepaid Expenses are recorded at fair market value.
The Company had $
Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization when appropriate using straight-line method over the estimated useful life of the assets. We estimate that the useful life of equipment is 5 years and intangible assets is from 1 to 5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income.
Application Development Costs
The Company follows the provisions of Accounting Standards Codification (“ASC”) 985, “Software”, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company capitalizes all eligible software costs incurred once technological feasibility is established. The Company amortizes these costs using the straight-line method over a period from one to five years, which is the remaining estimated economic life of the costs. At the end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.
Website Development Costs
The Company amortizes these costs using the straight-line method over a period of one year, which is the remaining estimated economic life of the costs. At the end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.
Lease
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, The Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Foreign Currency Translation
The Company considers the U.S. dollar to be its functional currency as it is the currency of the primary economic environment in which the Company operates. All assets, liabilities, revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. All exchange gains and losses are included in operations.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Revenue Recognition
The Company adopted ASC 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.
11
The Company has assessed the impact of the guidance by performing the following five steps analysis:
Step 1: Identify the contract
Step 2: Identify the performance obligations
Step 3: Determine the transaction price
Step 4: Allocate the transaction price
Step 5: Recognize revenue
Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue.
Revenue from supplies of consulting services is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the services are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history, management estimates that there was no sales return for the period reported.
The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the period from November 6, 2017 (inception) through December 31, 2025, there were no potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive Income (Loss)
Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the nine months ended December 31, 2025 and 2024, there was no difference between our net loss and comprehensive loss.
Accounting Standards Adopted in 2025
Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280)”: Improvements to Reportable Segment Disclosures:
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280)”: Improvements to Reportable Segment Disclosures.
The new standard provides improvements to reportable segment disclosure requirements through amendments that require disclosure of significant segment expenses and other segment items on an interim and annual basis and requires all annual disclosures about a reportable segment’s profit or loss and assets to be made on an interim basis. The standard also requires the disclosure of the chief operating decision maker’s (“CODM”) title and position and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also clarifies that if the CODM uses more than one measure in assessing segment performance and deciding how to allocate resources, a company may report the additional segment profit or loss measure(s) and that companies with a single reportable segment must provide all disclosures required by this amendment. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The standard should be applied retrospectively to all prior periods presented in the financial statements.
During the year ended March 31, 2025, the Company adopted ASU 2023-07 and enhanced our segment disclosures in line with the new guidance. The adoption had no effect on our consolidated financial statements.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
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Note 4 – OPERATING SEGMENTS
The Company’s CODM is the Chief Executive Officer (the “CEO”). The CODM reviews consolidated operating results, cash flow forecasts, and major expense categories across the Company, without distinguishing separate business segments, to evaluate performance and allocate resources. As a result, the Company continues to operate as a single reportable segment.
Note 5 – FIXED ASSETS
As of December 31, 2025, our fixed assets comprised
of $
Note 6 – INTANGIBLE ASSETS
During the year ended March 31, 2019, the Company capitalized website development costs for $8,361. Accumulated amortization expense of website development costs was $8,361 as of December 31, 2025.
In June 2019 the Company capitalized mobile application
development costs for $97,400. During the year ended March 31, 2024, the Company capitalized mobile application development update costs
for $29,450. As of December 31, 2025, the total amount of capitalized mobile application development costs was $
In December 2019 and March 2020, the Company purchased
an RSS Database. As of December 31, 2025, the total amount of RSS Database was $149,000. Accumulated amortization expense of RSS Database
was $
In April 2023, the Company acquired Avant! AI™
and Instant FAME™ technologies. As of December 31, 2025, the total amount of the acquired assets was $
During the year ended March 31, 2024, the Company
capitalized chatbot development costs for $4,060. Accumulated amortization expense of chatbot development costs was $
The Company had the following intangible assets as of December 31, 2025 and March 31, 2025:
| As of December 31, 2025 | As of March 31, 2025 | |||
| Avant! AI™ | $ | 124,000 | $ | 124,000 |
| Chatbot Developments | 4,060 | 4,060 | ||
| Instant FAME™ | 25,000 | 25,000 | ||
| Mobile Application Development Costs | 126,850 | 126,850 | ||
| RSS Database | 149,000 | 149,000 | ||
| Website Development | 8,361 | 8,361 | ||
| Accumulated Amortization | (325,211) | (305,659) | ||
| Total Intangible Assets, Net | $ | $ | ||
Note 7 – RELATED PARTY TRANSACTIONS
As of December 31, 2025, our secretary, Natalija Tunevic,
has loaned to the Company $
As of December 31, 2025, our director, Vitalis Racius,
has loaned to the Company $
As of December 31, 2025, our shareholder, Marieta
Seiranova, has loaned to the Company $
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As of December 31, 2025, our shareholder, Mehrabian
Investments LLC, has loaned to the Company $
As of December 31, 2025, our shareholder, IGOR 1 CORP,
has loaned to the Company $
The Company’s subsidiary Thynews Tech LLC received
$
Note 8 – THIRD PARTY TRANSACTIONS
Since January 2021, Natalija Tunevic, assigned her accrued loans that she provided the Company with to third parties for the total amount of $229,500 been assigned. A conversion clause into common was added to the Notes. Other than one note for $60,000 that can be converted into common at conversion price shall be at market share price on the day of conversion subject to a 40% discount, all remaining assigned notes can be converted into common Stock at a fixed conversion price of $0.01 per share.
On March 27, 2023, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC (“DL”) pursuant to which the Company issued to DL a Convertible Promissory Note (the “DL Convertible Note”) in the aggregate principal amount of $125,100 for a purchase price of $104,250. The DL Convertible Note has a maturity date of June 27, 2024 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible Note at the rate of eight percent (8.0%) per annum from the date on which the DL Convertible Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.
The Company shall have the right to prepay the DL Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the DL Convertible Note. The outstanding principal amount of the DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following the date the DL Convertible Note is issued. Following the 180th day, DL may convert the DL Convertible Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default (as defined in the DL Convertible Note), the DL Convertible Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Convertible Note.
In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company. On September 26, 2023 the Company paid off the DL Convertible Note, in cash for $136,393.
On August 17, 2023, the Company accepted the initiative of Mrs. Tunevic to write off the Company`s salary debt in the amount of $114,600.00 with the possibility of converting this amount into restricted common shares at a value of $0.012 per share which is equivalent to 9,550,000 common shares. The Company approved the issuance and transfer of shares to third parties.
On October 2, 2023, the Company entered into a Securities Purchase Agreement with DL pursuant to which the Company issued to DL a Convertible Promissory Note (the “October 2023 DL Convertible Note”) in the aggregate principal amount of $126,000 for a purchase price of $105,000. The October 2023 DL Convertible Note has a maturity date of March 2, 2025 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible Note at the rate of eight percent (8.0%) per annum from the date on which the October 2023 DL Convertible Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the October 2023 DL Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the October 2023 DL Convertible Note. The outstanding principal amount of the DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following the date the DL Convertible Note is issued. Following the 180th day, DL may convert the DL Convertible Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default (as defined in the DL Convertible Note), the DL Convertible Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Convertible Note. In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company. On April 2, 2024 the Company paid off the October 2023 DL Convertible Note, in cash for $137,549.
On November 27, 2023, the Company approved the initiative
from Treasure Drive Ltd. to convert and transfer part of Series A Preferred
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Stock shares in the amount of 1,950 Series A Preferred Stock shares into 26,973,528 shares of Common Stock of the Corporation to third parties in compliance with the Asset Purchase Agreement dated April 3, 2023, along with the Annex A “Notice of Conversion”.
As of December 31, 2025, Elentina Group LLC, has loaned to the Company $500,000, of which $500,000 was advanced to the Company for the Company's operating expenses. This loan is unsecured, non-interest bearing, and repayable on demand at any time prior to its stated maturity date of June 30, 2027. There are no prepayment penalties or fees associated with early repayment.
As of December 31, 2025, SAPA INVESTMENTS LLC, has loaned to the Company $50,000, of which $50,000 was advanced to the Company for the Company's operating expenses. This loan is unsecured, non-interest bearing, and repayable on demand at any time prior to its stated maturity date of June 30, 2027. There are no prepayment penalties or fees associated with early repayment.
Note 9 – STOCKHOLDERS’ EQUITY
On March 6, 2023, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company’s common stock from 255,000,000 to 520,000,000 shares (the “Charter Amendment”) of which 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall be blank check preferred stock, $0.001 par value per share. The term "blank check" refers to preferred stock, the creation and issuance of which is authorized in advance by the stockholders and the terms, rights and features of which are determined by the Board upon issuance. The authorization of such blank check preferred stock would permit the Board to authorize and issue preferred stock from time to time in one or more series.
Preferred Stock
The Company has 20,000,000, $0.001 par value shares of preferred stock authorized as of December 31, 2025.
On November 21, 2023, the Company issued 3,000,000 shares of preferred stock in exchange for 3,000,000 shares of common stock.
On December 1, 2023, the Company issued 2,000,000 shares of preferred stock as bonuses to officers of the Company.
On August 1, 2024, the Company issued 1,300,000 shares of preferred stock in exchange for 1,300,000 shares of common stock.
There were
Preferred Stock Series A
The Company has 5,000, $0.001 par value shares of preferred stock series A authorized as of December 31, 2025.
In April 2023, the Company issued 5,000 shares of preferred stock series A for InstantFAME™ acquisition.
On November 27, 2023, the Company converted 1,950 series A preferred stock shares into 26,973,528 shares of Common Stock.
There were
Common Stock
The Company has 500,000,000, $0.001 par value shares of common stock as of December 31, 2025.
On April 25, 2023, the Company issued 26,000,000 common shares for Avant! AI™ acquisition.
On June 1, 2023, the Company issued 5,250,000 common shares in exchange for convertible notes in the amount of $94,500.
On July 27, 2023, the Company issued 213,243 common shares for cancelation of $287,500 payroll debt.
On August 17, 2023, the Company issued 9,550,000 common shares for cancelation of $114,600 payroll debt.
On October 20, 2023, the Company issued 3,000,000 common shares for cancelation of $54,000 related party loan.
On November 21, 2023, the Company issued 3,000,000 shares of preferred stock, featuring a 1:5 voting right, in exchange for 3,000,000 shares of common stock.
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On November 27, 2023, the Company converted 1,950 series A preferred stock shares into 26,973,528 shares of Common Stock.
During the year ended March 31, 2024, the Company issued 8,477,324 common shares for cancelation of $604,318 payroll debt and 2,050,000 common shares as bonuses to officers of the Company.
On March 22, 2024, the Company issued 150,000 common shares for consulting services that were cancelled on May 29, 2024.
On July 25, 2024, the Company issued 5,517,000 common shares for cancelation of $306,500 payroll debt.
On July 26, 2024, the Company issued 140,534 common shares for cancelation of $101,739 debt for the consulting services provided.
On August 1, 2024, the Company issued 1,300,000 shares of preferred stock, featuring a 1:5 voting right, in exchange for 1,300,000 shares of common stock.
On August 9, 2024, the Company issued 527,002 common shares for cancelation of $375,000 debt for the consulting services provided.
On September 4, 2024, the Company issued 9,900,000 common shares for cancelation of $99,000 debt obligation.
On September 6, 2024, the Company issued 70,000 common shares for cancelation of $12,000 payroll debt.
On November 12, 2024, the Company issued 5,000,000 common shares for cancelation of $50,000 debt obligation.
On November 13, 2024, the Company issued 192,138 common shares for cancelation of $60,000 debt for the consulting services provided.
On November 20, 2024, the Company issued 67,000 common shares for cancelation of $22,164 payroll debt.
On February 13, 2025, the Company issued 131,933 common shares for cancelation of $60,000 debt for the consulting services provided.
On March 3, 2025, the Company issued 100,000 common shares for cancelation of $47,656 payroll debt.
On April 30, 2025, the Company issued 147,720 common shares for cancelation of $60,000 debt for the consulting services provided.
On July 24, 2025, the Company issued 118,232 common shares for cancelation of $60,000 debt for the consulting services provided.
On September 18, 2025, the Company issued 200,000 common shares for cancelation of $83,718 payroll debt.
On October 1, 2025, the Company issued 202,068 common shares for cancelation of $60,000 debt for the consulting services provided.
There were
Warrants
No warrants were issued or outstanding as of December 31, 2025.
Stock Options
The Company has never adopted a stock option plan and has never issued any stock options.
Note 10 – COMMITMENTS AND CONTINGENCIES
On April 18, 2023, Vladimir Hanin resigned from the positions of the Chief Financial Officer (the “CFO”) and Secretary.
On April 20, 2023, the Company and Kenneth L. Waggoner entered into an Executive Compensation Agreement pursuant to which Mr. Waggoner was retained as Chief Executive Officer. In consideration for serving as CEO, Mr. Waggoner will receive an annual base salary of $720,000 payable in shares of common stock of the Company (the “CEO Shares”), which shall be increased to $1,440,000 upon the Company up-listing to a national exchange. The CEO Shares will be paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters. The number of CEO Shares will be issued on a quarterly basis and shall be determined by dividing $180,000 (which is the quarterly pay for three months) by the Company’s 20-day VWAP. On April 26, 2023, the parties enter into Amendment No. 1 to Executive Compensation Agreement adding to the consideration of Mr. Waggoner for serving as CEO, that If Mr. Waggoner raises sufficient equity financing or other working capital, Mr. Waggoner shall be entitled to an additional bonus to be determine by the Company’s Board of Directors which in any event will not be less than $200,000 payable to the Executive within 30 days of such financing or infusion of capital.
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On May 8, 2023, the Company and Percy Kwong (“PK”) entered into a Technology Advisor Compensation Agreement pursuant to which PK agreed to provide certain technical consulting services similar in nature to the services a Chief Technology Officer at a Nasdaq listed technology company of the same size as the Company would provide. In consideration for providing the services, PK will receive a quarterly base compensation of $150,000 payable in shares of common stock of the Company (the “PK Shares”). The PK Shares will be paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters. The number of PK Shares to be issued on a quarterly basis shall be determined by dividing $150,000 (which is the quarterly pay for three months) by 85% of the Company’s VWAP prior to issuance, which shall at no point be less than $0.10 per share. once the Company’s Stock is listed on Nasdaq or any other National Stock Exchange, retroactive to April 15, 2023, the Company shall pay the Advisor a quarterly fee of $250,000 during the Term and any Additional Term.
On May 23, 2023, the Company, filed a Certificate of Amendment to its Articles of Incorporation changing the Company’s name to Avant Technologies Inc. (the “Name Change”). On May 23, 2023, in connection with the foregoing, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority, requesting confirmation of the Name Change and also to request the change of the Company’s ticker symbol from “TREN” to “AVAI” (the “Symbol Change”). On July 18, 2023, FINRA announced the Company’s Name Change and Symbol Change, which became effective on July 19, 2023 on the OTC Markets. The Name Change and Symbol Change do not affect the rights of the Company’s security holders. The Company’s securities will continue to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.
On June 1, 2023, the Company issued to Mr. Cherniienko 5,250,000 common shares for cancelation of $94,500 debt.
On June 20, 2023, Mikhail Bukshpan, assigned his $5,217 debt to Mr. Vitalus Racius. A conversion clause was added to the Note, pursuant to which, the $5,217 debt is convertible at any time, at the discretion of Mr. Vitalis Racius, into shares of the Company’s Common Stock.
On June 27, 2023, Natalija Tunevic, the Company’s Secretary, accepted the resignation of Kenneth Waggoner, which was submitted by Mr. Waggoner through a third party. Mr. Waggoner's resignation was due to a perceived disagreement over the company's operations as dictated by the board of directors. Effectively immediately, Mr. Waggoner no longer represents the company or its employees or consultants in any way. Ms. Racius will fill the vacancy as interim CEO until the board appoints a new one.
On July 24, 2023, the Company and Danny Rittman entered
into an Employment Agreement pursuant to which Mr. Rittman was retained as consultant filling in the task as a Chief Information Security
Officer (“CISO”), though not an officer of the Company. In consideration for serving as CISO, Mr. Rittman will receive an
annual base salary of $300,000 payable in shares of common stock of the Company (the “CISO Shares”), which shall be increased
to $600,000 upon the Company up-listing to a national exchange. The CISO Shares will be paid on a quarterly basis at the beginning of
each quarter, prorated for partial quarters. The number of CISO Shares to be issued on a quarterly basis shall be determined by dividing
$75,000 (which is the quarterly pay for three months) by the Company’s 20-day VWAP.
Mr. Rittman shall be paid a one-time $50,000 cash payment no later than thirty (30) days after the Company raises sufficient equity financing or other working capital. Dr. Rittman is a veteran software architect and integrated circuit technology expert with over 20 years of experience in the technology sector. From 2014 through the present, Dr. Rittman served as the Chief Technology Officer and as a director of GBT Technologies, Inc. (OTC: GTCH) (“GBT”), leading its technological direction and managing teams of mobile software developers. From 2012, through 2014, Dr. Rittman served as a Senior Integrated Circuit Consultant for Qualcomm / Max Linear, managing teams of integrated circuit designers within the mobile technology arena. From 2005 through 2010, Dr. Rittman served as the Founder and Chief Technology Officer of Micrologic Design Automation, leading the company’s technological direction, including architecture, design and development of EDA software tools. From 2002 through 2007, Dr. Rittman served as an Integrated Circuit CAD / Software Senior Consultant for IBM, managing integrated circuit back-end projects and leading back-end CAD and QA software tool development and implementation. From 1995 through 2002, Dr. Rittman served as the Founder and VP of R&D for Bind-key Technologies, leading the company’s technological direction, research and development of EDA software tools for integrated circuits and back-end design. Dr. Rittman received a BS in Electrical Engineering - VLSI Design from the University of Bridgeport, graduating Magna Cum Laude in 1992; a MS in Computer Science VLSI Design, specializing in Automation Algorithms, from La Salle University, graduating Magna Cum Laude in 1996; and a PhD in Computer Science - VLSI Design, specializing in EDA Concepts and Algorithms, from La Salle University, graduating Summa Cum Laude in 1998. Dr. Rittman completed a master's degree in information and cybersecurity at Berkeley University. The UC Berkeley MICS (Master of Information and Cybersecurity) program is a graduate level, accredited program providing comprehensive information and cybersecurity education. The School of Information (iSchool) offers it in collaboration with the College of Engineering at the University of California, Berkeley. The MICS program is designed to provide students with the technical and policy aspects of information and cybersecurity. It covers computer security, cryptography, network security, privacy, risk management, and cybercrime. The program emphasizes a hands-on, project-based approach to learning and provides students with opportunities to work on real-world cybersecurity problems. The MICS program provides participants with the cybersecurity skills and knowledge needed to assume leadership positions in private-sector technology companies and government and military organizations.
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On July 27, 2023, the Company issued shares of Common Stock to Kenn Kerr, Paul Averill, and Percy Kwong in compliance with the Consulting as well as Employment and Compensation Agreements, pursuant to which Mr. Kerr, Mr. Averill and Mr. Kwong earned 69,367, 64,599 and 79,277 shares of Common Stock respectively for the relevant quarter as of July 1, 2023.
On August 17, 2023 the Company and Timothy Lantz (“TL”) entered into a Chief Product & Market Strategy Advisor Compensation Agreement (Agreement effective date of August 1, 2023) pursuant to which TL agrees to provide certain product & marketing consulting services similar in nature to the combined services a Chief Product Officer and Chief Marketing Officer at a Nasdaq listed technology company of the same size as the Company would provide. In consideration for providing the services, TL will receive a quarterly base compensation of $375,000 payable in shares of common stock of the Company, provided that at least 40% of the quarterly base compensation shall be paid in cash (the “TL Shares”). The TL Shares will be paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters, commencing April 1, 2025. The number of TL Shares to be issued on a quarterly basis shall be determined by dividing the portion to be paid in shares (which is the quarterly pay for three months, less the cash portion) by 85% of the Company’s 10-day VWAP prior to issuance, which shall at no point be less than $0.10 per share. Once the Company’s Stock is listed on Nasdaq or any other National Stock Exchange, the Company shall pay the Advisor a quarterly fee of $450,000 during the Term, retroactive to August 1, 2023 and for any Additional Term.
On August 17, 2023, the Company accepted the initiative of Mrs. Tunevic to write off the Company`s salary debt in the amount of $114,600.00 with the possibility of converting this amount into restricted common shares at a value of $0.012 per share which is equivalent to 9,550,000 common shares. The Company approved the issuance and transfer of shares to third parties.
On October 2, 2023, the Company entered into a Securities Purchase Agreement with DL pursuant to which the Company issued to DL a Convertible Promissory Note (the “October 2023 DL Convertible Note”) in the aggregate principal amount of $126,000 for a purchase price of $105,000. The October 2023 DL Convertible Note has a maturity date of March 2, 2025 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible Note at the rate of eight percent (8.0%) per annum from the date on which the October 2023 DL Convertible Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the October 2023 DL Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the DL Convertible Note. The outstanding principal amount of the October 2023 DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following the date the DL Convertible Note is issued. Following the 180th day, DL may convert the October 2023 DL Convertible Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default (as defined in the October 2023 DL Convertible Note), the October 2023 DL Convertible Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the October 2023 DL Convertible Note. In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company. On April 2, 2024, the Company paid off the October 2023 DL Convertible Note, in cash for $137,549.
On October 20, 2023, the Company issued 3,000,000 shares of Common Stock to Vitalis Racius in exchange for related party loan accrued as of June 30, 2023.
On November 3, 2023, the Company and Timothy Lantz entered into an Employment Agreement pursuant to which Mr. Lantz was retained as Director and Chief Executive Officer. In consideration for serving as CEO, Mr. Lantz will receive an annual base cash salary of $480,000 plus an annual cash bonus equal to 50% of the annual base salary, to be paid no later than March 15th of the year immediately following the year in which the bonus was earned.
Effective November 3, 2023 with the appointment of Mr. Lantz as Director and Chief Executive Officer, Mr. Racuis vacated his position as CEO and continues serve as a Director, Chief Financial Officer and Treasurer of the Company.
Effective November 3, 2023 Paul Averill resigned as Chief Operating Officer of the Company, so that he may fully devote his efforts to his other business Mr. Averill’ resignation was not the result of any disagreements with management or board of directors of the Company. The Company under the guidance of Mr. Lantz will negotiate with Mr. Averill a consulting agreement potentially.
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On November 20, 2023, the Company issued 3,000,000 shares of Preferred Stock, featuring a 1:5 voting right, instead of 3,000,000 shares of Common Stock issued to Vitalis Racius on October 20, 2023.
On November 21, 2023, the Company issued the shares of Common Stock to Kenn Kerr, Paul Averill, Percy Kwong and Danny Rittman in compliance with the Consulting as well as Employment and Compensation Agreements, pursuant to which Mr. Kerr, Mr. Averill, Mr. Kwong and Mr. Rittman earned 139,901, 160,211, 199,859 and 60,686 shares of Common Stock respectively for the relevant quarter as of October 2, 2023. The Company granted the issuance of the bonus to Paul Averill of a sum of 50,000 shares of Common Stock as a reward for exceptional assignment over the three months as of November 2023.
On November 21, 2023, the Company executed Amendments to Compensation Agreements effective as of December 1, 2023. Pursuant to these amendments, Ivan Lunegov, Vitalis Racius and Natalija Tunevic will receive annual base compensation amounts of $400,000, $200,000 and $50,000 respectively.
On November 24, 2023, the Company appointment Mr. Lunegov as Director while retaining his role as the current President of the Corporation, effective from November 24, 2023.
On November 27, 2023, the Company granted approval for the issuance of (i) 3,750,000 shares of Common Stock to Vitalis Racius, aligning with the Compensation Agreement and covering his payroll as of September 30, 2023, (ii) 3,750,000 shares of Common Stock to Ivan Lunegov in accordance with the Compensation Agreement and addressing his payroll as of May 31, 2023, (iii) 416,667 shares of Common Stock to Natalija Tunevic in compliance with the Amendment to Employment Agreement and corresponding to her payroll as of September 30, 2023.
On November 27, 2023, the Company approved the initiative from Treasure Drive Ltd. to convert and transfer part of Series A Preferred Stock shares in the amount of 1,950 Series A Preferred Stock shares into 26,973,528 shares of Common Stock of the Corporation to third parties in compliance with the Asset Purchase Agreement dated April 3, 2023, along with the Annex A “Notice of Conversion”.
On December 1, 2023, the Company authorized the allocation of (i) 1,000,000 shares of Preferred Stock, featuring a 1:5 voting right, to Vitalis Racius as bonuses in recognition of his outstanding performance from June 27, 2023 till November 3, 2023, concurrently assuming dual key executive roles as Chief Executive Officer and Chief Financial Officer; (ii) 2,000,000 shares of Common Stock to Ivan Lunegov, the current President and Director of the Corporation, as bonuses of appreciation for his exceptional contributions over the last two years of his employment; (iii) 1,000,000 shares of Preferred Stock, featuring a 1:5 voting right, to Natalija Tunevic, the Secretary of the Corporation, as bonuses for her years of dedicated service.
On December 11, 2023 (the "Effective Date"), the Company and Wired-4-Tech, Inc., controlled by Mr. Paul Averill ("Developer") entered into a Technology Co-Development Agreement (the "Agreement"). Pursuant to the Agreement, Developer agrees to develop and deliver certain unique and proprietary hardware and software developed and/or customized specifically (the "Technologies") for Company's exclusive use. The Company will provide Developer with its specific requirements and specifications for the Technologies. Developer will be responsible for all aspects of the development and delivery of the Technologies, including design, engineering, testing, and deployment. The Company will have the right to review and approve the Technologies at various stages of development. Upon completion of the development of the Technologies, Developer will grant Client an exclusive, perpetual license to use, modify, and sublicense the Technologies. Developer will transfer all intellectual property rights of the Technologies to the Company.
On January 17, 2024, the Company entered into an Employment Agreement (the "Agreement") with Jared Pelski, and appoint Mr. Pelski to serves a Vice President – Business Development of the Company. Jared Pelski is not a relative of any director or executive officer of the Company and does not own more than 5% of the Company's outstanding common stock. Jared Pelski will undertake the responsibilities of Vice President of Business Development, without concurrent membership on the board.
On January 26, 2024, the Avant Technologies Inc. entered into an Employment Agreement (the "Agreement") with Angela Harris and appointed Mrs. Harris to assume the role of Chief Operating Officer for the Company. Angela Harris is not a relative of any director or executive officer of the Company and does not own more than 5% of the Company's outstanding common stock. Angela Harris will undertake the responsibilities of Chief Operating Officer (“COO”), starting February 1, 2024 (the “Start Date”) without concurrent membership on the board but as a member of the Senior Management Team.
On February 12, 2024, the Company entered into a Services Agreement with PCG Advisory, Inc., a New York corporation, to receive certain services in the areas of investor relations, strategic advisory and digital strategies in exchange for the issuance of 200,000 shares of common stock. On March 22, 2024, the Company revised and re-signed the Services Agreement dated February 12, 2024, with PCG Advisory, Inc., a New York corporation, to receive certain services in the areas of investor relations, strategic advisory and digital strategies, with the compensation revised to 150,000 shares of common stock. On March 22, 2024, the Company authorized and approved the issuance of 150,000 shares of Common Stock as compensation to PCG Advisory, Inc., a New York corporation, in exchange for their services. On May 29, 2024, the Company cancelled the issuance to PCG Advisory, Inc.
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On April 5, 2024, the Company entered into an Asset Purchase Agreement (“APA”) with Wired4Health, Inc. (“Seller” or “W4H”), pertaining to certain technology assets, providing full-stack software development, database management, data integration, project management and cloud services resources. The assets being acquired include an agreement and amendments between W4H and Sentry Data Systems/Craneware, an agreement between W4H and Respec, Inc., agreements between W4H and all of its employees and contractors assigned to Sentry Data Systems/Craneware and Respec, Inc. customer accounts, Website and Internet Domain Name, Wired4Health.com and all of its content (the “Website“), and any other rights associated with the Website, including, without limitation, any intellectual property rights, all related domains, logos, customer lists and agreements, email lists, passwords, usernames and trade names, and all of the related social media accounts, if any, and any other associated rights, etc. (the “Assets”).
At closing, in consideration of acquiring the Assets, the Company paid Seller $2,200,000 through a combination of an amortizing secured promissory note in the principal amount of $1,200,000 (“Secured Note”) of the Company’s Series B Convertible Preferred Stock (the “Preferred Stock”). The Secured Note is payable by the Company to the Seller in 24 equal monthly installments of principal and interest in the amount of $52,427.22 on the first day of each month, beginning on the first day of the month following the closing of the transaction and continuing on the first day of each consecutive month thereafter until the note is fully paid, but in no case less than two billing cycles of W4H activity. The Secured Note bears interest of five percent (5%) per annum accrued monthly (0.42% per month on the outstanding principal balance).
The Preferred Stock Series B has an aggregate stated value of $1,000,000, where the conversion price is equal to the lesser of $1.00 per share each, on a fully diluted basis, or the volume-weighted average market price (VWAP) of the Company’s common stock as traded on the OTC Markets for the most recent 30 days prior to deal closure (the “Conversion Price”). Conversion will include a 4.99% beneficial ownership limitation and a leak out agreement allowing daily sales to not exceed 25% of the total daily volume.
The Secured Note is secured by the Assets pursuant to the terms of a Security Agreement which, among other things, will authorize the Seller to file a UCC1 Financing Statement in the State of Nevada. As of the date hereof, the Company is obligated on approximately $1,200,000 face amount of Secured Notes issued to the Seller. The Secured Note is a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company.
The offer, sale and issuance of the above securities was made to Seller as an accredited investor and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No advertising or general solicitation was employed in offering the securities. The offer and sales were made to an accredited investor and transfer of the common stock will be restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.
Effective April 24, 2024, Mr. Lantz vacated his positions as CEO and Director of the Company. Mr. Lantz vacated without any conflicts with the Company's Board of Directors.
Effective April 24, 2024, Angela Harris resigned as Chief Operating Officer of the Company. Ms. Harris`s resignation was not the result of any disagreements with the Company’s Board of Directors.
Effective April 24, 2024, Jared Pelski resigned as Vice President – Business Development of the Company. Mr. Pelski`s resignation was not the result of any disagreements with the Company’s Board of Directors.
Effective April 24, 2024, the Company’s Board of Directors terminated the Employment Agreement with Timothy Lantz dated November 3, 2023; Employment Agreement with Jared Pelski dated January 17, 2024; and the Employment Agreement with Angela Harris dated January 26, 2024. The Employment Agreements with Mr. Lantz, Mr. Pelski, and Ms. Harris were canceled by mutual consent and none of the parties has a claim against any of the others.
On April 24, 2024, the Company and William Hisey entered into an Employment Agreement pursuant to which Mr. Hisey was retained as Interim Chief Executive Officer. William Hisey is not a relative of any director or executive officer of the Company and does not own more than 5% of the Company's outstanding common stock. Mr. Hisey will undertake the responsibilities of Interim CEO, starting April 25, 2024, without concurrent membership on the board but as a member of the Senior Management Team.
As previously disclosed, on April 5, 2024, the Company, entered into an Asset Purchase Agreement (“APA”) with Wired4Health, Inc. (“Seller” or “W4H”), pertaining to certain technology assets, providing full-stack software development, database management, data integration, project management and cloud services resources. The assets being acquired include an agreement and amendments between W4H and Sentry Data Systems/Craneware, an agreement between W4H and Respec, Inc., agreements between W4H and all of its employees and contractors assigned to Sentry Data Systems/Craneware and Respec, Inc. customer accounts, Website and Internet Domain Name, Wired4Health.com and all of its content (the “Website“), and any other rights associated with the Website, including, without limitation, any intellectual property rights, all related domains, logos, customer lists and agreements, email lists, passwords, usernames and trade names, and all of the related social media accounts, if any, and any other associated rights, etc. (the “Assets”).
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At closing, in consideration of acquiring the Assets, the Company paid Seller $2,200,000 through a combination of an amortizing secured promissory note in the principal amount of $1,200,000 (“Secured Note”) of the Company’s Series B Convertible Preferred Stock (the “Preferred Stock”). The Preferred Stock Series B has an aggregate stated value of $1,000,000, where the conversion price is equal to the lesser of $1.00 per share each, on a fully diluted basis, or the volume-weighted average market price (VWAP) of the Company’s common stock as traded on the OTC Markets for the most recent 30 days prior to deal closure (the “Conversion Price”). Conversion will include a 4.99% beneficial ownership limitation and a leak out agreement allowing daily sales to not exceed 25% of the total daily volume. In connection with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 1,000,000 shares of its preferred stock.
On May 29, 2024, the Company cancelled the issuance of 150,000 shares of Common Stock to PCG Advisory, Inc. and voided the Services Agreement dated March 22, 2024, with PCG Advisory, Inc.
On June 3, 2024, the Company entered into a binding letter of intent (the “Letter of Intent”) with Flow Wave, LLC, a company formed in Florida (“FW”) which has developed supercomputer servers (“Assets”) pursuant to which the Company will acquire up to 50 fully developed supercomputer servers (the “Transaction”). Consummation of the Transaction shall be subject to the execution of a mutually satisfactory definitive agreement by the Company and FW (the “Definitive Agreement”) as well as standard corporate governance measures. Pursuant to the Letter of Intent, the Company is to acquire the Assets. The Company will be obligated to issue FW promissory note in the principal amount of $50 million payable by the Company to FW in six even monthly payments, bearing interest of five percent (5%) per annum accrued monthly (0.42% per month on the outstanding principal balance) with the payments commencing upon the Company successfully completing a minimum raise of $20,000,000. The Company will have six (6) months to make full cash payment (plus interest) to FW, post capital raise. In the event the Company fails to make full cash payment to FW within six months following the capital raise, the Definitive Agreement will be rendered null and void and the Company will return title and server equipment to FW in exchange for all historical payments made by the Company to FW. On June 5, 2024, the Company issued a press release announcing the Letter of Intent between FW and the Company.
On July 17, 2024 (the “Effective Date”), the Company entered into an equity financing agreement (the “Equity Financing Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments, LLC (“GHS”), pursuant to which GHS shall purchase from the Company, up to that number of shares of common stock of the Company (the “Shares”) having an aggregate Purchase Price of $20,000,000, subject to certain limitations and conditions set forth in the Equity Financing Agreement from time to time over the course of 24 months after an effective registration of the Shares with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC (the “Contract Period”). On May 13, 2025, the Company provided formal written notice to GHS Investments, LLC (“GHS”) of its decision to terminate the Equity Financing Agreement (the “ELOC”) dated July 17, 2024, between the Company and GHS. The termination notice was acknowledged and accepted by GHS. As of May 13, 2025, both the ELOC and the Registration Rights Agreement between the Company and GHS are considered terminated and of no further force or effect. The termination was made by mutual agreement, and neither party has any further obligations or liabilities to the other under either agreement.
On September 4, 2024, the Company’s Board of Directors authorized the issuance of 9,900,000 shares of Common Stock to settle the outstanding debt of $99,000 owed to our former Treasurer, COO, and Director, Mikhail Bukshpan.
Effective September 9, 2024, William Hisey vacated his position as Chief Financial Officer of the Company. Mr. Hisey`s vacated without any conflicts with the Company's board of directors. Mr. Racius, the current Chief Operating Officer, Director, and Treasurer, was reappointed as the Company's Chief Financial Officer while continuing his roles as Director and Treasurer.
On September 9, 2024, the Company entered into a Cancellation Agreement with Wired4Health, Inc. ("W4H"), a Florida corporation, mutually agreeing to terminate the Asset Purchase Agreement ("APA") dated April 5, 2024, between the two parties. The APA, originally executed on April 5, 2024, between Avant and Wired4Health, pertained to the acquisition of certain technology assets, including agreements with Sentry Data Systems/Craneware, Respec, Inc., and other intellectual property rights related to Wired4Health's business operations. In consideration for the acquisition, Avant had agreed to pay Wired4Health $2,200,000, partially through a secured promissory note and preferred stock.
As of September 9, 2024, both parties agreed to cancel and nullify the original APA under the following terms:
| 1. | Termination of the Original Agreement: The APA dated April 5, 2024, is terminated in its entirety. Any obligations under the Secured Promissory Note and related Security Agreement are rendered null and void; |
| 2. | Retention of Payments: Any payments already made by Avant in the ordinary
course of business toward the promissory note are retained by Wired4Health, with the remaining balance of the promissory note deemed void
and unenforceable; Release of Claims: Both Avant and Wired4Health have mutually released and discharged each other from any claims, liabilities, or demands related to the APA. Neither party shall have any further obligations or claims against the other; |
| 3. | Voidance of Instruments: The Secured Promissory Note and any other instruments associated with the APA are void and have no further legal effect; |
| 4. | No Further Obligations: The parties have agreed that there are no further penalties, remedies, or obligations due to either party following the cancellation of the APA. |
| 5. |
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On October 30, 2024, the Company or “Avant”) and Chris Winter entered into an Employment Agreement (the “Agreement”) pursuant to which Mr. Winter was retained as Chief Operating Officer. Chris Winter is not a relative of any director or executive officer of the Company and does not own more than 5% of the Company's outstanding common stock. Mr. Winter will undertake the responsibilities of COO, started November 1, 2024, without concurrent membership on the Board but as a member of the Senior Management Team. In consideration for serving as COO, Mr. Winter will receive a quarterly RSA equal 100,000 shares of common stock (the “Quarterly RSA”) for each calendar quarter beginning on November 1st, 2024 and continuing throughout the term of employment. Payment shall be made in shares of common stock of the Company (“Stock”). Due to the Start date being mid-Quarter, the shares will be prorated to 67,000 shares of the Company’s Common stock. The initial share issuance will be due at the signing by both Parties of this Employment Agreement. The Share Issuance will be at the beginning of each new Quarter. To the extent that any portion of the Quarterly RSA is paid in Stock, shares of Stock shall be fully earned and vested upon issuance. The number of shares of Stock to be issued in such case will be determined by dividing that portion of the Quarterly RSA payable in Stock by 85% of the Company’s thirty-day Volume Weighted Average Price (“VWAP”) of the Stock, for the thirty-day period immediately prior to the date of issuance. This represents a 15% discount to the relevant VWAP, which discount shall at no point be less than $0.10 per share of Stock. In connection with the issuance of any Quarterly RSA (the “RSA Quarterly Issuance”), the Company shall pay a bonus to Mr. Winter in an amount equal to the estimated tax owed by Chris Winter in connection to the RSA Quarterly Issuance (including a grossed-up amount to reflect the tax impact of such bonus). Such bonus shall be payable within ten days of the issuance.
Effective November 6, 2024, Kenneth L. Waggoner was terminated from his position as Chief Executive Officer of the Company, following approval by the Board of Directors during their meeting. His departure was without any conflicts with the Board.
On November 7, 2024, Mr. Winter, the current Chief Operating Officer was reassigned to the role of the Company's CEO from his previous position as COO.
On November 8, 2024, the Company entered into a Joint Venture and License Agreement (the “License Agreement”) with Ainnova Tech Inc., which became effective as of November 11, 2024 (the “Effective Date”). Under the License Agreement, Avant and AINN will form a new Nevada Corporation called “Ai-Nova Acquistion Corp” (“AAC”) and contribute the proprietary rights to both North America (The United States and Canada) and Europe.
Ainnova Tech is an Artificial Intelligence company focused on healthcare that has developed software for early detection of diseases through retinal scans and an innovative device for automatic retinal imaging in an accessible way. Currently detecting Diabetic Retinopathy and other retinal diseases; where it maintains and supports the source codes of its proprietary technologies, including Vision AI (“Technology Portfolio”). AINN has developed a Health tech solution based on the Artificial Intelligence that is ready for commercialization, as well as certain derivative technologies, which will position AAC to further develop or license certain code sources in the United States, Canada and Europe. In addition to the Technology Portfolio, AINN will contribute the Vision AI technology, as well as all of the associated technology associated to Retina scanning, services and resources for the development of the Technology Portfolio, including licensing agreements to AAC.
AVAI will contribute all of the capital required by AAC`s formation and operation for the next twelve (12) months, not to exceed $20,000,000 USD in capital and its resources in exchange for the of common stock of AAC (“AAC Shares”). AVAI will use its best efforts and also assist in arranging additional funding, as needed, at no cost to AINN. The ownership of AAC shall be 50% Avant and 50% AINN (each a “Member” and together, the “Members”).
The Distributions of profits from AAC will be made to the Members as follows: first, AINN to receive the balance sheet value of its business contributed to AAC; second, Avant to receive the capital it contributed to AAC; third, to AINN and Avant in accordance with their respective percentage ownership interests. AAC will be governed and operated pursuant to the terms of a limited liability company agreement. The parties agreed to expand the territories granted for the Technology Portfolio under the license to AAC to include the entire continental United States, Canada and Europe. AAC will issue 2,000,000 shares of common stock of AAC. AAC is strategically positioning its business and is seeking third parties to license, acquire, joint venture or enter such other strategic transaction with respect to the Technology Portfolio.
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On November 12, 2024, the Company approved the issuance of 67,000 shares of Common Stock as compensation to Mr. Winter in compliance with the Employment Agreement dated October 30, 2024.
On November 12, 2024, the Company’s Board of Directors authorized the issuance of 5,000,000 shares of Common Stock to settle the outstanding debt of $50,000 owed to Jurgita Bizonaite.
On November 13, 2024, the Company approved the issuance of 192,138 shares of Common Stock as compensation to Mr. Kerr in compliance with the Consulting Agreement dated July 1, 2024.
On November 20, 2024, the Company approved the issuance of 67,000 shares of Common Stock to Mr. Winter as compensation, in compliance with the Employment Agreement dated October 30, 2024, for cancellation of a $22,164 payroll debt for the period from November 1, 2024 to December 31, 2024.
On December 18, 2024, the Company entered into a Securities Purchase Agreement and issued a Promissory Note (the “Note”), under which the Company has agreed to pay RED ROAD HOLDINGS CORPORATION, a Virginia corporation, or its registered assigns (the “Holder”), the sum of $179,400.00, along with any interest as specified in the Note, on or before October 30, 2025 (the “Maturity Date”). Interest will accrue on the unpaid principal balance from the Issue Date, in accordance with the terms set forth in the Note. The Note may not be prepaid in whole or in part, except as explicitly allowed therein. Any outstanding principal or interest not paid when due will bear Default Interest at a rate of 22% per annum from the due date until payment is made in full. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in lawful money of the United States of America. Payments will be made to such address as the Holder may designate in writing. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement dated December 18, 2024, under which this Note was originally issued.
On January 1, 2025, the Company entered into Debt Forgiveness Agreements with the following individuals: William Hisey, in the amount of $5,869.86; Kenneth L Waggoner, in the amount of $161,739.13; Percy Kwong, in the amount of $300,000; and Danny Rittman, in the amount of $375,000. Pursuant to these agreements, each individual forgave the respective amounts previously owed to them by the Company.
On January 27, 2025, the Company entered into a Securities Purchase Agreement and executed a Promissory Note (the “Note”), under which the Company has agreed to pay to RED ROAD HOLDINGS CORPORATION, a Virginia corporation, or its registered assigns (the “Holder”), the sum of $93,150, together with any interest as specified in the Note, on or before November 30, 2025 (the “Maturity Date”). Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the Securities Purchase Agreement dated the same date as this Note, under which the Note was originally issued.
On March 3, 2025, the Company approved the issuance of 100,000 shares of Common Stock to Mr. Winter as compensation, in compliance with the Employment Agreement dated October 30, 2024, for cancellation of a $47,656 payroll debt for the period from January 1, 2025 to March 31, 2025.
On March 14, 2025, the Company entered into a Securities Purchase Agreement and executed a Promissory Note (the “Note”), under which the Company has agreed to pay to RED ROAD HOLDINGS CORPORATION, a Virginia corporation, or its registered assigns (the “Holder”), the sum of $93,725, together with any interest as specified in the Note, on or before January 15, 2026 (the “Maturity
Date”). Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the Securities Purchase Agreement dated the same date as this Note, under which the Note was originally issued.
On April 28, 2025, the Company approved the issuance of 147,720 shares of Common Stock to Kenn Kerr as compensation in compliance with the Consulting Agreement dated January 1, 2025, for the period from January 1, 2025 to March 31, 2025.
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On May 13, 2025, the Company filed a withdrawal request for its previously filed Form S-1 Registration Statement, along with all exhibits and amendments thereto, originally filed with the Securities and Exchange Commission on February 28, 2025, and Amendment #1 filed on April 11, 2025. The Form S-1 had been submitted in connection with the Equity Purchase Agreement entered into with GHS Investments LLC dated July 17, 2024. The withdrawal of the S-1 was based on changes in the Company’s strategic and business considerations, and there were no significant financial impacts resulting from this withdrawal.
On May 13, 2025 (the “Effective Date”), the Company provided formal written notice to GHS of its decision to terminate the Equity Financing Agreement (the “ELOC”) dated July 17, 2024, between the Company and GHS. The termination notice was acknowledged and accepted by GHS. As of the Effective Date, both the ELOC and the related Registration Rights Agreement between the Company and GHS are considered terminated and of no further force or effect. The termination was made by mutual agreement, and neither party has any further obligations or liabilities to the other under either agreement. The Company’s decision to terminate the ELOC was made after careful evaluation of current market conditions and its strategic direction. The Company determined that the terms of the ELOC, including the existing minimum floor price, no longer align with its revised business objectives and shareholder interests. In addition, the Company withdrew its currently pending Form S-1 registration statement and pursue a revised equity financing structure with improved terms, including a higher minimum floor price of $2 per share. This new structure will be designed to better reflect prevailing market conditions, enhance compliance with applicable regulations, and support transparent corporate governance. The termination is being made pursuant to Section 9.4 of the Registration Rights Agreement related to the ELOC, which permits termination by mutual consent or as otherwise permitted.
On June 30, 2025 (the “Effective Date”), the Company entered into a Securities Purchase Agreement (the “SPA”) and executed a Promissory Note (the “Note”), under which the Company has agreed to pay to Boot Capital LLC, a Delaware limited liability company, or its registered assigns (the “Holder”), the sum of $115,000 together with any interest as specified in the Note, on or before April 30, 2026 (the “Maturity Date”). Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the SPA dated the same date as this Note, under which the Note was originally issued.
In a separate transaction also dated June 30, 2025, the Company entered into another Securities Purchase Agreement (the “SPA”) and issued another Promissory Note (the “Note”), under which the Company has agreed to pay to Vanquish Funding Group Inc., a Virginia corporation, or its registered assigns (the “Holder”), the sum of $180,550 together with any interest as specified in the Note, on or before April 30, 2026 (the “Maturity Date 2”). Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the SPA dated the same date as this Note, under which the Note was originally issued.
On July 1, 2025, the Company approved the issuance of 118,232 shares of Common Stock to Kenn Kerr as compensation in compliance with the Consulting Agreement dated January 1, 2025, for the period from April 1, 2025 to June 30, 2025.
On August 13, 2025, the Company approved the issuance of 100,000 shares of Common Stock to Mr. Winter as compensation, in compliance with the Employment Agreement dated October 30, 2024, for cancellation of a $50,748 payroll debt for the period from April 1, 2025 to June 30, 2025.
On September 5, 2025, the Board of Directors approved
and adopted the new name of the Company effective as of September 5, 2025.
The name of the Company has been changed from Avant Technologies Inc. to Avaí Bio, Inc.
On September 15, 2025, the Company filed an application with the Financial Industry Regulation Authority (FINRA) in order to change the name of the Company. The Company’s ticker symbol will remain “AVAI” until FINRA declares the corporate action effective and assigns a new trading symbol, if applicable. The Company is seeking to change the name of the Company from Avant Technologies Inc. to Avaí Bio, Inc. to better reflect the current business of the Company.
On September 15, 2025, the Company entered into a Joint Venture and License Agreement with SGAustria Pte. Ltd., a Singaporean company with registered number UEN 200901830C (the “Austrianova”), collectively referred to as the “Counterparties”, setting forth the principal terms of a Joint Venture and License Agreement (the “Agreement”). The Agreement sets forth the understanding of the Counterparties with respect to the formation of a new company, Klothonova Inc. (the “Klothonova”), and contribute the proprietary rights, know-how, resources and funding as described in the License Agreement.
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Austrianova is a cutting-edge Biotech company based in Singapore embracing leading world quality standards to produce cell-based products. Austrianova’s expertise and technologies are backed up by more than 50 international peer reviewed publications, as well as by contracts from leading pharmaceutical and biotech companies. Austrianova’s scientists are experts in cell biology, GMP-grade cell products and encapsulation of living cells. Austrianova has developed a proprietary cell encapsulation technology to protect, isolate, store, and transport living cells, as well as oXering cell line development and GMP Manufacturing capabilities and expertise and it intends to contribute its intellectual property, know- how, and resources to Klothonova to achieve the purposes of the Agreement.
AVAI will contribute all of the resources and capital required by Klothonova, Inc’s formation and operation for the next eighteen (18) months, not to exceed $1.5 million USD in capital and its resources in exchange for the common stock of Klothonova. AVAI will use its best efforts to assist in arranging additional funding as needed, as described in the Agreement, at no cost to Austrianova. The ownership of Klothonova shall be 50% AVAI and 50% Austrianova. The Klothonova will be governed and operated pursuant to the terms of a limited liability company agreement.
On September 17, 2025, the Company approved the issuance of 100,000 shares of Common Stock to Mr. Winter as compensation, in compliance with the Employment Agreement dated October 30, 2024, for cancellation of a $32,970 payroll debt for the period from July 1, 2025 to September 30, 2025.
On October 1, 2025, the Company approved the issuance of 202,068 shares of Common Stock to Kenn Kerr as compensation in compliance with the Consulting Agreement dated July 1, 2025, for the period from July 1, 2025 to September 30, 2025.
On October 7, 2025, KLOTHONOVA LLC was registered as a limited liability company in the State of Nevada, United States, with ownership interests of 50% held by AVAI and 50% held by Austrianova, in accordance with the Joint Venture and License Agreement dated September 15, 2025.
On October 7, 2025, the Company appointed Kenn Kerr as the Vice President of Corporate Development. Kenn Kerr will assume the responsibilities of VP - Corporate Development effective October 7, 2025, and will not serve concurrently as a member of the Board of Directors.
On November 1, 2025, the Company entered into a Joint Venture and License Agreement with SGAustria Pte. Ltd., a Singaporean company with registered number UEN 200901830C (the “Austrianova”), collectively referred to as the “Parties”, setting forth the principal terms of a Joint Venture and License Agreement (the “Agreement”). The Agreement sets forth the understanding of the Parties with respect to the formation of a new Joint Venture called “Insulinova, Inc.” (the “Insulinova”), and contribute the proprietary rights, know-how, resources and funding as described in the License Agreement.
Austrianova is a cutting-edge Biotech company based in Singapore embracing leading world quality standards to produce cell-based products. Austrianova’s expertise and technologies are backed up by more than 50 international peer reviewed publications, as well as by contracts from leading pharmaceutical and biotech companies. Austrianova’s scientists are experts in cell biology, GMP-grade cell products and encapsulation of living cells. Austrianova has developed a proprietary cell encapsulation technology to protect, isolate, store, and transport living cells, as well as offering cell line development and GMP Manufacturing capabilities and expertise and it intends to contribute its intellectual property, know- how, and resources to Insulinova to achieve the purposes of the Agreement. AVAI will contribute all of the resources and capital required by Insulinova, Inc’s formation and operation for the next eighteen (18) months, not to exceed $1.5 million USD in capital and its resources in exchange for the common stock of Insulinova. AVAI will use its best efforts to assist in arranging additional funding as needed, as described in the Agreement, at no cost to Austrianova. The ownership of Insulinova shall be 50% AVAI and 50% Austrianova. The Insulinova will be governed and operated pursuant to the terms of a limited liability company agreement.
On November 11, 2025, INSULINOVA LLC was registered as a limited liability company in the State of Nevada, United States, with ownership interests of 50% held by AVAI and 50% held by Austrianova, in accordance with the Joint Venture and License Agreement dated November 1, 2025.
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Note 11 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to December 31, 2025, through the date these financial statements were issued, and has determined that the followings represent material subsequent events to disclose in these financial statements:
On January 6, 2026, the Company approved the issuance of shares of Common Stock to Kenn Kerr as compensation in compliance with the Consulting Agreement dated July 1, 2025, for the period from October 1, 2025 to December 31, 2025.
On February 3, 2026, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to change its corporate name from Avant Technologies, Inc. to Avaí Bio, Inc. The Company’s trading symbol will remain “AVAI”, and its CUSIP number will remain 89487B100.
The Company’s name change was announced on FINRA’s Daily List on February 10, 2026, and became effective at the open of business on February 11, 2026. Following the effective date, the Company will operate under the name Avaí Bio, Inc.
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ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
The following discussion should be read in conjunction with our financial statements and related notes included elsewhere in this report. In addition to historical information, this discussion includes forward-looking information that involves risks and assumptions, which could cause actual results to differ materially from management’s expectations. See “Forward-Looking Statements” included in this report.
In this Quarterly report, references to “AVANT” “AVAI” “TREND”, “TREN”, or “the Company,” or “we,” or “us,” and “our” refer to Avaí Bio, Inc. (f/k/a Avant Technologies Inc. and Trend Innovations Holding Inc.). Except for the historical information contained herein, some of the statements in this report contain forward-looking statements that involve risks and uncertainties. These statements are found in the sections entitled “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk.” They include statements concerning: our business strategy; expectations of market and customer response; liquidity and capital expenditures; future sources of revenues; expansion of our proposed product line; and trends in industry activity generally. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expect,” “plan,” “could,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “goal,” or “continue” or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the risks outlined under “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For example, assumptions that could cause actual results to vary materially from future results include, but are not limited to our ability to successfully develop and market our products to customers; our ability to generate customer demand for our products in our target markets; the development of our target markets and market opportunities; our ability to manufacture suitable products at a competitive cost; market pricing for our products and for competing products; the extent of increasing competition; technological developments in our target markets and the development of alternate, competing technologies in them; and sales of shares by existing shareholders. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.
This section of the report should be read together with Footnotes of the Company audited financials for the year ended March 31, 2025, the unaudited statements of operations for the nine months ended December 31, 2025 and 2024 are compared in the sections below.
Business Description
Overview
Avaí Bio, Inc. (f/k/a Avant Technologies Inc. and Trend Innovations Holding Inc.) is a technology company specializing in acquiring, creating, and developing innovative and advanced technologies utilizing artificial intelligence (AI) as well as providing a host of information technology consulting services. The Company considers itself a native expert in the field of information technology based on artificial intelligence. The Company’s key acquisitions include Avant! AI and a Joint Venture and License Agreement (the “License Agreement”) with Ainnova Tech Inc. These acquisitions provide the Company with resources in full-stack software development, database management, data integration, project management, and cloud services.
Avant’s mission is to provide innovative and effective AI solutions that transform businesses and positively impact society. Avant strives to push the boundaries of AI technology and empower organizations to achieve their full potential. We believe that our technology can provide a self-sustained system that prepares its data from unlabeled information (Unsupervised Clustering), and then analyzes it using various, proprietary, supervised learning techniques, thereby improving data efficiency. Unsupervised learning pre-processes and extracts meaningful features from raw or unlabeled data, preparing them as inputs for the supervised learning model. This process also facilitates True Learning from Experience. Unsupervised learning is utilized to learn relevant information from many source domains. This knowledge is then evaluated and applied to a related or different domain(s), where information might be in short supply. This represents a true learning capability. Avant can leverage the knowledge learned from the source domain to improve performance in the other domains, as well as Factual discovery/conclusion by learning data. Avant’s Unsupervised learning techniques, like clustering, help identify groups or patterns in the data, reaching conclusions. Then its supervised learning mechanism can create new datasets (information), which are used for further domains, improving classification and regression tasks. This feature is a true reasoning mechanism.
On May 23, 2023, the Company filed an application with the Financial Industry Regulation Authority in order to change the name and trading symbol of the Company. On July 18, 2023, FINRA announced the Company’s Name Change and Symbol Change, which became effective on July 19, 2023 on the OTC Markets. The Name Change and Symbol Change do not affect the rights of the Company’s security holders.
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The Company’s securities will continue to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.
On March 6, 2023, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company’s common stock from 255,000,000 to 520,000,000 shares (the “Charter Amendment”) of which 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall be preferred stock, $0.001 par value per share.
On June 28, 2019, the Company acquired Thy News LLC, an owner of a news application with feed from various sources that users can choose and customize. It is available for free download in Apple AppStore and Google Play Market. Users also will be able to subscribe for additional paid features that extend the functionality of the original app. At the moment of the first release, the app’s news database consisted of 24,000 processed news sources, and as of December 31, 2019 this amount increased for more 75,000 processed sources to a total of 99,000 processed sources. From January 1, 2020 to September 30, 2023 the Company acquired additional 50,000 processed sources. As of December 31, 2025, the users of the app have an opportunity to choose interesting and relevant news feeds from 149,000 processed sources.
Acquiring Avant! AI Assets
On April 3, 2023, the Company, entered into an Asset Purchase Agreement (“APA”) along with GBT Tokenize Corp. (“Seller”), which Seller developed and owns a proprietary system and method named Avant-Ai, which is a text-generation, deep learning self-training model that is working based on an innovative, unique concept which learns on its own and constantly enhances its information database with the advantage of unsupervised learning capabilities (the “System”). At closing, in consideration of acquiring the System, the Company issued to the Seller 26,000,000 common shares of the Company (the “Shares”). The Shares will be restricted per Rule 144 as promulgated under the Securities Act of 1933, as amended (the “1933 Act”) and Seller agreed to a lock-up period of nine (9) months following closing (the “Lock Up Term”).
Acquiring Instant Fame Assets
On April 3, 2023, the Company, entered into an Asset Purchase Agreement (“Treasure APA”) with Treasure Drive Ltd. (“TD”) pursuant to which the Company agreed to acquire a technology portfolio including certain source codes and pending patent applications which have applications in a variety of areas including creating systems and methods of facilitating digital rating and secured sales of digital works as well as core virtual reality platforms known as digital auction systems, rating and secure sales via open bid auctions (“Instant Fame Assets”). At closing, in consideration of the Instant Fame Assets, the Company issued TD 5,000 shares of Series A Preferred Stock of the Company with a stated valued at $5,000 per share each (the “Preferred Shares Series A”). The Preferred Shares Series A may be converted at the option of TD into the Company shares of common stock at a conversion price equal to a 5% discount to the weighted average closing price during the five (5) days prior of such conversion, and will include a 4.99% beneficial ownership limitation. The Preferred Shares Series A will have no voting rights and will be entitled to a payment equal to the stated value of the Preferred Shares Series A in the event of the Company liquidation only.
In addition, the Company and Elentina Group, LLC (“Elentina”) entered into a Service Agreements in which Elentina, was engaged to provide certain capital markets services for a flat quarterly fee of $75,000 paid in shares of common stock (the “Elentina Common Stock”). The Elentina Common Stock to be issued within five days of the first day of quarter during the term (ie January 1, April 1, July 1 and October 1). The Elentina Common Stock shall be fully earned upon issuance. The number of shares of Elentina Common Stock to be issued will be determined by dividing the quarterly fee of $75,000 by the Company’s ten (10) day VWAP, which shall at no point be less than $0.10 per share.
In connection with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 5,000 shares of its Preferred Stock of Series A.
Acquiring Wired4Health Assets (Divested)
On April 5, 2024, the Company, entered into an Asset Purchase Agreement (“W4H APA”) with Wired4Health, Inc. (“Seller” or “W4H”), pertaining to certain technology assets, providing full-stack software development, database management, data integration, project management and cloud services resources. The assets being acquired include an agreement and amendments between W4H and Sentry Data Systems/Craneware, an agreement between W4H and Respec, Inc., agreements between W4H and all of its employees and contractors assigned to Sentry Data Systems/Craneware and Respec, Inc. customer accounts, Website and Internet Domain Name, Wired4Health.com and all of its content (the “Website“), and any other rights associated with the Website, including, without limitation, any intellectual property rights, all related domains, logos, customer lists and agreements, email lists, passwords, usernames and trade names, and all of the related social media accounts, if any, and any other associated rights, etc. (the “W4H Assets”). At closing, in consideration of acquiring the Assets, the Company issued Seller an amortizing secured promissory note in the principal amount of $1,200,000 (“Secured Note”) of the Company’s Series B Convertible Preferred Stock with a stated value of $1,000,000 (the “Preferred Stock”) The Secured Note is payable by the Company to the Seller in 24 equal monthly installments of principal and interest in the amount of $52,427 on the first day of each month, beginning on the first day of the month following the closing of the transaction and continuing on the first day of each consecutive month thereafter until the note is fully paid, but in no case less than two billing cycles of W4H activity. The Secured Note bears interest of five percent (5%) per annum accrued monthly (0.42% per month on the outstanding principal balance).
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The Preferred Stock Series B has an aggregate stated value of $1,000,000, where the conversion price is equal to the lesser of $1.00 per share each, on a fully diluted basis, or the volume-weighted average market price (VWAP) of the Company’s common stock as traded on the OTC Markets for the most recent 30 days prior to deal closure (the “Conversion Price”). Conversion will include a 4.99% beneficial ownership limitation and a leak out agreement allowing daily sales to not exceed 25% of the total daily volume.
The Secured Note is secured by the Assets pursuant to the terms of a Security Agreement which, among other things, will authorize the Seller to file a UCC1 Financing Statement in the State of Nevada. As of the date hereof, the Company is obligated on approximately $1,200,000 face amount of Secured Notes issued to the Seller. The Secured Note is a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company. Effective May 7, 2024, in connection with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 1,000,000 shares of its preferred stock.
On September 9, 2024, Avant Technologies Inc. entered into a Cancellation Agreement with Wired4Health, Inc. ("W4H"), a Florida corporation, mutually agreeing to terminate the Asset Purchase Agreement ("APA") dated April 5, 2024, between the two parties. The APA, originally executed on April 5, 2024, between Avant and Wired4Health, pertained to the acquisition of certain technology assets, including agreements with Sentry Data Systems/Craneware, Respec, Inc., and other intellectual property rights related to Wired4Health's business operations. In consideration for the acquisition, Avant had agreed to pay Wired4Health $2,200,000, partially through a secured promissory note and preferred stock. As of September 9, 2024, both parties agreed to cancel and nullify the original APA under the following terms:
1. Termination of the Original Agreement: The APA dated April 5, 2024, is terminated in its entirety. Any obligations under the Secured Promissory Note and related Security Agreement are rendered null and void;
2. Retention of Payments: Any payments already made by Avant in the ordinary course of business toward the promissory note are retained by Wired4Health, with the remaining balance of the promissory note deemed void and unenforceable;
3. Release of Claims: Both Avant and Wired4Health have mutually released and discharged each other from any claims, liabilities, or demands related to the APA. Neither party shall have any further obligations or claims against the other;
4. Voidance of Instruments: The Secured Promissory Note and any other instruments associated with the APA are void and have no further legal effect;
5. No Further Obligations: The parties have agreed that there are no further penalties, remedies, or obligations due to either party following the cancellation of the AP
Employees Identification
The Company’s Board Members include: Natalija Tunevic, Secretary; Ivan Lunegov, President & Director; Vitalis Racius, Chief Financial Officer, Director &Treasurer. Officer which is not director and member of the Board: Chris Winter, Chief Executive Officer.
Government Regulation
We will be required to comply with all regulations, rules, and directives of governmental authorities including the US Securities and Exchange Commission and agencies applicable to our business in any jurisdiction with which we would conduct activities. We do not believe that governmental regulations will have a material impact on the way we conduct our business.
Offices
We do not own any real estate or other properties. The Company rents a virtual office at 5348 Vegas Drive, Las Vegas, NV 89108. The company’s registered office is located at Sv. Stepono g. 27D-2, LT-01315 Vilnius, Lithuania.
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Results of operations
Results of Operations for the three months ended December 31, 2025 and 2024:
Revenue
For the three months ended December 31, 2025 and 2024 the Company did not generate any revenue.
Operating expenses
Total operating expenses for the three months ended December 31, 2025 and 2024 were $509,774 and $428,898. The operating expenses for the three months ended December 31, 2025, included $6,517 in amortization expenses; $60,000 in consulting services; $190,119 in general and administrative expenses; $185,000 in laboratory services; $55,050 in marketing expenses; and $13,088 in professional fees. The operating expenses for the three months ended December 31, 2024 included $19,517 in amortization and depreciation expenses; $138,000 in consulting services; $259,974 in general and administrative expenses; $2,436 in marketing expenses; $8,844 in professional fees and $127 in rent expense. Total operating expenses for three months ended December 31, 2025, compared the three months ended December 31, 2024, increased by 19%, or $80,876, primarily due to laboratory services and increased marketing expenses.
Other Income (Expenses)
The total other expenses for the three months ended December 31, 2025 and 2024 were $43,953 and $23,400, respectively. Other expenses included interest and discount on convertible notes. Total other expenses for the three months ended December 31, 2025, compared the three months ended December 31, 2024, increased by 88%, or $20,553. This increase was primarily due to a higher number of convertible notes this year.
Net Income (Loss)
The net loss for the three months ended December 31, 2025 and 2024 was $553,727 and $452,298, accordingly. Net losses for three months ended December 31, 2025, compared the three months ended December 31, 2024, increased by 22%, or $101,429. The main impact on the increase in net loss was the increase in operating and other expenses as described above.
Results of Operations for the nine months ended December 31, 2025 and 2024:
For the nine months ended December 31, 2025 and 2024 the Company did not generate any revenue.
Operating expenses
Total operating expenses for the nine months ended December 31, 2025 and 2024 were $1,392,029 and $1,571,238. The operating expenses for the nine months ended December 31, 2025, included $19,552 in amortization expenses; $193,910 in consulting services; $600,028 in general and administrative expenses; $185,000 in laboratory services; $289,801 in marketing expenses; $79,934 in professional fees and $23,804 in research and development expenses. The operating expenses for the nine months ended December 31, 2024 included $58,553 in amortization and depreciation expenses; $449,739 in consulting services; $937,481 in general and administrative expenses; $73,361 in marketing expenses; $40,249 in professional fees; $857 in rent expense and $10,998 in website expenses. Total operating expenses for nine months ended December 31, 2025, compared the nine months ended December 31, 2024, decreased by 11%, or $179,209, primarily due to lower consulting services and amortization expense.
Other Income (Expenses)
The total other expenses for the nine months ended December 31, 2025 and 2024 were $102,303 and $34,949, respectively. Other expenses included interest and discount on convertible notes. Total other expenses for nine months ended December 31, 2025, compared the nine months ended December 31, 2024, increased by 193%, or $67,354. This increase was primarily due to a higher number of convertible notes this year.
Net Income (Loss)
The net loss for the nine months ended December 31, 2025 and 2024 was $1,494,332 and $1,606,187, accordingly. Net losses for nine months ended December 31, 2025, compared the nine months ended December 31, 2024, decreased by 7%, or $111,855. The main impact on the decrease in net loss was the decrease in operating expenses as described above.
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LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2025 and March 31, 2025, the Company had cash of $50,402 and $81,053, respectively. The Company had a working capital deficit of $2,906,546 and $1,695,484 as of December 31, 2025, and March 31, 2025, respectively.
As of December 31, 2025, our total assets were $172,912 comprised of $60,852 in current assets; $112,060 in intangible assets and our total liabilities were $2,967,398.
As of March 31, 2025, our total assets were $224,745 comprised of $93,133 in current assets; $131,612 in intangible assets and our total liabilities were $1,788,617.
Stockholders’ deficit increased from $1,563,872 as of March 31, 2025 to $2,794,486 as of December 31, 2025.
|
Nine months ended December 31, 2025 |
Nine months Ended December 31, 2024 |
$ Change | % Change | |||||||
| Net cash used in operating activities | $ | (959,017) | $ | (973,110) | $ | 14,093 | 1% | |||
| Net cash provided by financing activities | 928,366 | 975,899 | (47,533) | (5)% | ||||||
| Net cash increase (decrease) for period | $ | (30,651) | $ | 2,789 | $ | - | -% | |||
CASH FLOWS FROM OPERATING ACTIVITIES
During the nine months ended December 31, 2025 and 2024, net cash flows used in operating activities was $(959,017) and $(973,110), respectively. Cash flows used in operating activities for nine months ended December 31, 2025, compared the nine months ended December 31, 2024, increased by $14,093. This increase was primarily driven by a decrease in net loss and amortization; and an increase in accounts payable compared to the previous year.
CASH FLOWS FROM INVESTING ACTIVITIES
For the nine months ended December 31, 2025 and 2024, the Company did not generate cash flows from investing activities.
CASH FLOWS FROM FINANCING ACTIVITIES
During the nine months ended December 31, 2025, net cash from financing activities was $928,366 consisting of capital stock issued, convertible notes payable, loan from related parties and loan payable. During the nine months ended December 31, 2024, net cash from financing activities was $975,899 consisting of capital stock issued, convertible notes payable and loan from related parties.
There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements.
Going Concern - There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon public offering and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited consolidated financial statements, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
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| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
| ITEM 4. | CONTROLS AND PROCEDURES. |
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Controls over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
| PART II—OTHER INFORMATION |
| ITEM 1. | LEGAL PROCEEDINGS. |
During the past ten years, none of the following occurred with respect to the President of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
| ITEM 1A. | RISK FACTORS. |
As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 1A. Risk Factors. Despite the fact that we are not required to provide risk factors, we consider the following factors to be risks to our continued growth and development:
WE HAVE A LIMITED OPERATING HISTORY IN AN EVOLVING INDUSTRY, WHICH MAKES IT DIFFICULT TO EVALUATE OUR FUTURE PROSPECTS AND MAY INCREASE THE RISK THAT WE WILL NOT BE SUCCESSFUL.
We have a limited operating history in an evolving industry that may not develop as expected. Assessing our business and future prospects is challenging in light of the risks and difficulties we may encounter. These risks and difficulties include our ability to:
| ● | accurately forecast our revenues and plan our operating expenses; |
| ● | successfully expand our business; |
| ● | assimilate our acquisitions; |
| ● | adapt to rapidly evolving trends in the ways consumers and businesses interact with technology; |
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| ● | avoid interruptions or disruptions in the offering of our products and our services; |
| ● | develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage, as well as the deployment of new features and products; |
| ● | hire, integrate and retain talented sales, customer service, technology and other personnel; and |
| ● | effectively manage rapid growth in personnel and operations; and |
If the demand for our services and/or platforms/products offered or our products under development are not finalized, our business will be harmed. We may not be able to successfully address these risks and difficulties, which could harm our business and results of operations.
OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT FOR US TO EVALUATE OUR FUTURE BUSINESS PROSPECTS AND MAKE DECISIONS BASED ON THOSE ESTIMATES OF OUR FUTURE PERFORMANCE.
We have a limited operating history and, as a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Reliance on the historical results may not be representative of the results we will achieve. Because of the uncertainties related to our limited historical operations, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in revenues or expenses. If we make poor budgetary decisions as a result of unreliable historical data, we could be less profitable or continue to incur losses.
OUR RESULTS OF OPERATIONS HAVE NOT RESULTED IN PROFITABILITY AND WE MAY NOT BE ABLE TO ACHIEVE PROFITABILITY GOING FORWARD.
The Company does not accrue or capitalize development costs (or any costs to this effect) and expense it to its profit and loss statements as required by US GAAP. As such, the Company incurred a net loss of $1,494,332 for the nine months ended December 31, 2025, and $1,142,115 for the year ended March 31, 2025. If we incur additional significant operating losses, our stock price, may decline, perhaps significantly. Our management is developing plans to alleviate the negative trends and conditions described above. Our business plan is speculative and unproven. There is no assurance that we will be successful in executing our business plan or that even if we successfully implement our business plan, that we will be able to curtail our losses now or in the future. Further, as we are an emerging enterprise, we expect that net losses will continue, and our working capital deficiency will increase.
WE HAVE NOT GENERATED POSITIVE CASH FLOW FROM OPERATIONS, AND OUR ABILITY TO GENERATE POSITIVE CASH FLOW IS UNCERTAIN. IF WE ARE UNABLE TO GENERATE POSITIVE CASH FLOW OR OBTAIN SUFFICIENT CAPITAL WHEN NEEDED, OUR BUSINESS AND FUTURE PROSPECTS WILL BE ADVERSELY AFFECTED AND WE COULD BE FORCED TO SUSPEND OR DISCONTINUE OPERATIONS.
Our operations have not generated positive cash flow for any period since our inception, and we have funded our operations primarily through the issuance of common stock and short-term and long-term debt and convertible debt. Our limited operating history makes an evaluation of our future prospects difficult. The actual amount of funds that we will need to meet our operating needs will be determined by a number of factors, many of which are beyond our control. These factors include the timing and volume of sales transactions, the success of our marketing strategy, market acceptance of our products, the success of our manufacturing and research and development efforts (including any unanticipated delays), our manufacturing and labor costs, the costs associated with obtaining and enforcing our intellectual property rights, regulatory changes, competition, technological developments in the market, evolving industry standards and the amount of working capital investments we are required to make.
Our ability to continue to operate until we are able to generate sufficient our cash flow from operations will depend on our ability to generate sufficient positive cash flow from our operations. If we are unable to generate sufficient cash flow from our operations, our business and future prospects will be adversely affected and we could be forced to suspend or discontinue operations.
The Company had a stockholders’ deficit of $2,794,486 and an accumulated deficit of $5,612,842 as of December 31, 2025.
WE WILL REQUIRE ADDITIONAL CAPITAL TO SUPPORT BUSINESS GROWTH, AND THIS CAPITAL MIGHT NOT BE AVAILABLE ON ACCEPTABLE TERMS, IF AT ALL.
We intend to continue to make investments to support our business growth and we will require additional funds to respond to business challenges, including the need to develop new features and products or enhance our existing products, improve our operating infrastructure or acquire complementary businesses and technologies. Further, we need additional capital to continue operations. Accordingly, we need to engage in equity or debt financings to secure additional funds. We expect that we have sufficient capital to maintain operations through the year of 2025/6. In order to fully implement our business plan, we will need to raise about $10,000,000. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be impaired, and our business may be harmed.
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WE DEPEND UPON KEY PERSONNEL AND NEED ADDITIONAL PERSONNEL.
Our success depends on our inability to attract and retain key personnel including our existing personal, and our inability to do so may materially and adversely affect our business operations. The loss of qualified personnel could have a material and adverse effect on our business operations. Additionally, the success of the Company’s operations will largely depend upon its ability to successfully attract and maintain competent and qualified key management personnel. As with any company with limited resources, there can be no guaranty that the Company will be able to attract such individuals or that the presence of such individuals will necessarily translate into profitability for the Company.
OUR BUSINESS REQUIRES SUBSTANTIAL CAPITAL, AND IF WE ARE UNABLE TO MAINTAIN ADEQUATE CASH FLOWS FROM OPERATIONS OUR PROFITABILITY AND FINANCIAL CONDITION WILL SUFFER AND JEOPARDIZE OUR ABILITY TO CONTINUE OPERATIONS.
We require substantial capital to support our operations. If we are unable to generate adequate cash flows from our operations, maintain adequate financing or other sources of capital are not available, we could be forced to suspend, curtail or reduce our operations, which could harm our revenues, profitability, financial condition and business prospects.
THERE IS CURRENTLY A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK. FAILURE TO FURTHER DEVELOP OR MAINTAIN A TRADING MARKET COULD NEGATIVELY AFFECT THE VALUE OF OUR COMMON STOCK AND MAKE IT DIFFICULT OR IMPOSSIBLE FOR YOU TO SELL YOUR STOCK.
There is a limited public market for our Common Stock, which is traded on the OTC QB under the symbol AVAI. We cannot give any assurances that there will ever be a mature, developed market for our common stock. Failure to further develop or maintain an active trading market could negatively affect the value of our shares and make it difficult for you to sell your shares or recover any part of your investment in us. Even if a market for our common stock does develop in a material way, the market price of our common stock may be highly volatile. In addition to the uncertainties relating to our future operating performance and the profitability of our operations, factors such as variations in our interim financial results, or various, as yet unpredictable factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.
IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT FRAUD. AS A RESULT, CURRENT AND POTENTIAL STOCKHOLDERS COULD LOSE CONFIDENCE IN OUR FINANCIAL REPORTING, WHICH WOULD HARM OUR BUSINESS AND THE TRADING PRICE OF OUR STOCK.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our brand and operating results could be harmed. We have in the past discovered, and may in the future discover, areas of our internal controls that need improvement. For example, for the nine months ended December 31, 2025, and year ended March 31, 2025, we reported that our disclosure controls and procedures were not effective due to the lack of resources and the reliance on outside consultants. We intend to increase management’s review of our financials. We cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.
INABILITY TO COMMERCILIZE ACQUIRED TECHNOLOGIES
We may be unable to generate revenue from the Avant! AI or InstantFAME platforms despite significant investment. Commercializing proprietary AI and digital assets remains speculative.
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TERMINATION OF WIRED4HEALTH APA
CYBERSECURITY OVERSIGHT GAPS
We do not yet maintain a formal enterprise risk management program, and our board has not established a cybersecurity subcommittee. These governance gaps increase potential exposure.
DEPENDENCE ON EQUITY/DEBT ISSUANCE
Our business is highly dependent on our ability to raise equity or convertible debt capital. These financing arrangements may be dilutive, carry high interest, or impose restrictive covenants.
Additional Risks Related to Our Common Stock
Because we are quoted on the OTC QB marketplace instead of a national securities exchange, our investors may experience significant volatility in the market price of our stock and have difficulty selling their shares.
Our Common Stock is currently quoted on the OTC Market Group’s OTC QB marketplace under the ticker symbol “AVAI”. The OTC is a regulated quotation service that displays real-time quotes and last sale prices in over-the-counter securities. Trading in shares quoted on the OTC QB is often thin and characterized by volatility. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume and market conditions. As a result, there may be wide fluctuations in the market price of the shares of our Common Stock for reasons unrelated to operating performance, and this volatility, when it occurs, may have a negative effect on the market price for our securities. Moreover, the OTC QB is not a stock exchange, and trading of securities on this platform is more sporadic than the trading of securities listed on a national quotation system or stock exchange. Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our Common Stock improves.
Our stock price and trading volume may be volatile, which could result in substantial losses for our stockholders.
The equity trading markets may experience periods of volatility, which could result in highly variable and unpredictable pricing of equity securities. The market price of our Common Stock could change in ways that may or may not be related to our business, our industry or our operating performance and financial condition. In addition, the trading volume in our Common Stock has been low and may fluctuate and cause significant price variations to occur. We have experienced significant volatility in the price of our stock. In addition, the stock markets in general can experience considerable price and volume fluctuations.
We have not paid dividends in the past and have no immediate plans to pay cash dividends.
We plan to reinvest all of our earnings, to the extent we have earnings, to develop and deliver our products and cover operating costs and to otherwise become and remain competitive. We do not plan to pay any cash dividends with respect to our securities in the foreseeable future. We cannot assure you that we would, at any time, generate sufficient surplus cash that would be available for distribution to the holders of our Common Stock as a dividend. Therefore, you should not expect to receive cash dividends on our Common Stock.
Shares eligible for future sale may adversely affect the market for our Common Stock.
Of the 138,031,533 shares of our Common Stock outstanding as of the date of this Quarterly Report, approximately 22,997,831 are restricted and 115,033,702 shares are freely tradable without restriction pursuant to Rule 144. Any substantial sale of our Common Stock pursuant to Rule 144 or pursuant to any resale prospectus may have a material adverse effect on the market price of our Common Stock.
You may experience future dilution as a result of future equity offerings.
To raise additional capital, we may in the future offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any future offering at a price per share that is lower than the price per share paid by investors in this offering, which would result in those newly issued shares being dilutive. In addition, investors purchasing shares or other securities in the future could have rights superior to existing stockholders, which could impair the value of your shares. The price per share at which we sell additional shares of our Common Stock, or securities convertible or exchangeable into shares of our Common Stock, in future transactions may be higher or lower than the price per share paid by investors in this offering.
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Our charter documents and Nevada law may inhibit a takeover that stockholders consider favorable.
Provisions of our certificate of incorporation and bylaws and applicable provisions of Nevada law may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. The provisions in our certificate of incorporation and bylaws:
| ● | limit who may call stockholder meetings; |
| ● | do not provide for cumulative voting rights; and |
| ● | provide that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum. |
There are limitations on director/officer liability.
As permitted by Nevada law, our certificate of incorporation limits the liability of our directors for monetary damages for breach of a director’s fiduciary duty except for liability in certain instances. As a result of our charter provision and Nevada law, shareholders may have limited rights to recover against directors for breach of fiduciary duty. In addition, our certificate of incorporation provides that we shall indemnify our directors and officers to the fullest extent permitted by law.
Penny stock regulations may impose certain restrictions on marketability of our securities.
The SEC adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5 per share or an exercise price of less than $5 per share, subject to certain exceptions. A security listed on a national securities exchange is exempt from the definition of a penny stock. Our Common Stock is not currently listed on a national security exchange.
Our Common Stock is therefore subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by such rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Broker-dealers must wait two business days after providing buyers with disclosure materials regarding a security before effecting a transaction in such security. Consequently, the “penny stock” rules restrict the ability of broker-dealers to sell our securities and affect the ability of investors to sell our securities in the secondary market and the price at which such purchasers can sell any such securities, thereby affecting the liquidity of the market for our Common Stock.
Stockholders should also be aware that, according to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:
| ● | control of the market for the security by one or more broker-dealers that are often related to the promoter or issuer; |
| ● | manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
| ● | “boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; |
| ● | excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and |
| ● | the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. |
FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.
The Financial Industry Regulatory Authority has rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our Common Stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock.
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| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
No unregistered shares were sold during the nine-month period ended December 31, 2025.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITES. |
No senior securities were issued and outstanding during the nine-month period ended December 31, 2025.
| ITEM 4. | MINE SAFETY DISCLOSURES. |
None
| ITEM 5. | OTHER INFORMATION. |
During the nine months ended December 31, 2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
| ITEM 6. | EXHIBITS. |
The following exhibits are included as part of this report by reference:
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: February 12, 2026 | AVAÍ BIO, INC. | ||
| By: | /s/ | Vitalis Racius | |
| Name: | Vitalis Racius | ||
| Title: | Chief Financial Officer, Director & Treasurer | ||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
| Signature | Title | Date | ||
| /s/ Natalija Tunevic | Secretary | February 12, 2026 | ||
| Natalija Tunevic | ||||
| /s/ Ivan Lunegov | President & Director | February 12, 2026 | ||
| Ivan Lunegov | ||||
| /s/ Vitalis Racius | Chief Financial Officer, Director & Treasurer | February 12, 2026 | ||
| Vitalis Racius | ||||
| /s/ Chris Winter | Chief Executive Officer | February 12, 2026 | ||
| Chris Winter | ||||
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Chris Winter, certify that:
1. I have reviewed this quarter report on Form 10-Q of Avaí Bio, Inc..;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant) and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial data information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
| Date: February 12, 2026 | /s/ Chris Winter |
| Chris Winter, | |
| Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Vitalis Racius, certify that:
1. I have reviewed this quarter report on Form 10-Q of Avaí Bio, Inc..;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant) and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial data information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
| Date: February 12, 2026 | /s/ Vitalis Racius |
| Vitalis Racius, | |
| Chief Financial Officer, Treasurer & Director |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarter report of Avaí Bio, Inc.. (the “Company”) on Form 10-Q for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chris Winter, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: February 12, 2026 | /s/ Chris Winter |
| Chris Winter, | |
| Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarter report of Avaí Bio, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Vitalis Racius, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: February 12, 2026 | /s/ Vitalis Racius |
| Vitalis Racius, | |
| Chief Financial Officer, Director & Treasurer |